Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Underwritten Notes hereunder on the Closing Date and the aggregate principal amount of Offered Securities Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities Underwritten Notes that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Underwritten Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Underwritten Notes that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Underwritten Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities Underwritten Notes that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered the Securities hereunder on the Closing Date and the aggregate principal amount of Offered the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered the Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered the Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered the Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered the Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities hereunder on which it or they have agreed to purchase under the Closing Date Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchase on Underwriting Agreement, as the Closing Datecase may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, under the Underwriting Agreement to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds is more than ten percent (10% %) of the total aggregate principal amount, notional amount or stated amount, as applicable, of Offered Securities that to be sold under the Underwriters are obligated to purchase on Underwriting agreement, as the Closing Date case may be, and arrangements satisfactory to the Representatives Representative and the Company Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, this the Underwriting Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Company, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 1011 hereof. As used in this the Underwriting Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any of the Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in their the performance of its obligations under this Agreement, the remaining Underwriter(s) shall be obligated to purchase Offered take up and pay for the Securities hereunder on which the Closing Date and defaulting Underwriter(s) agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Securities that such which the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase does not shall exceed 1030% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect set forth in Schedule II hereto, the remaining Underwriter shall have the right to which such default or defaults occur exceeds 10% purchase all (but not less than all), but shall not be under any obligation to purchase any, of the total principal amount of Offered Securities that Securities, and if such non-defaulting Underwriter(s) does not purchase all the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such defaultSecurities, this Agreement will terminate without liability on the part of to any non-defaulting Underwriter or the CompanyRepublic. In the event of any such default that does not result in a termination of this Agreement, except as provided either the Underwriters or the Republic shall have the right to postpone the Closing Date for a period not exceeding seven days in Section 10order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements. As used in this Agreementherein, the term “Underwriter” includes any person substituted for an Underwriter under pursuant to this Section. Nothing herein will relieve a defaulting Underwriter from liability for its defaultSection 11.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Purchased Securities hereunder on the Closing Date pursuant to this Agreement and the aggregate Terms Agreement and the principal amount of Offered Purchased Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total principal amount of Offered Purchased Securities that to which such Terms Agreement relates, the Underwriters are obligated to purchase on the Closing Date, or the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Purchased Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, Date the non-defaulting nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderhereunder and under such Terms Agreement, to purchase the Offered Purchased Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Purchased Securities with respect to which such default or defaults occur exceeds 10% of is more than the total principal above-described amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such Offered Purchased Securities by other persons are not made within 36 thirty-six hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 108. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities hereunder on which it or they have agreed to purchase under the Closing Date Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchase on Underwriting Agreement, as the Closing Datecase may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, under the Underwriting Agreement to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds is more than ten percent (10% %) of the total aggregate principal amount, notional amount or stated amount, as applicable, of Offered Securities that to be sold under the Underwriters are obligated to purchase on Underwriting Agreement, as the Closing Date case may be, and arrangements satisfactory to the Representatives Representative and the Company Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, this the Underwriting Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Company, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 1011 hereof. As used in this the Underwriting Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Shares hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount number of Offered Securities Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 hereof (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default defaults in its or their obligations to purchase the Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwritersthemselves, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Units hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of Offered Securities Units that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Units that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Credit Suisse may make arrangements satisfactory to the Company Partnership for the purchase of such Offered Securities Units by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Units that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Units with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Units that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Credit Suisse and the Company Partnership for the purchase of such Offered Securities Units by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyPartnership, except as provided in Section 1010 (provided that if such default occurs with respect to Optional Units after the First Closing Date, this Agreement will not terminate as to the Firm Units or any Optional Units purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered any of the Securities hereunder on the Closing Date and the aggregate principal amount number of Offered the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount aggregate number of Offered the Securities that the applicable Underwriters are obligated to purchase on the Closing Date such date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities any of the Depositary Shares hereunder on the Closing Date and the aggregate principal amount number of Offered Securities the Depositary Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Depositary Shares that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Depositary Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Depositary Shares that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities the Depositary Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount aggregate number of Offered Securities the Depositary Shares that the applicable Underwriters are obligated to purchase on the Closing Date such date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Depositary Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. (a) If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Shares hereunder on the Closing Date or the Option Closing Date and the aggregate principal amount number of Offered Securities Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that Shares the Underwriters are obligated to purchase on the such Closing Date or Option Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date or Option Closing Date, the non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchase on the such Closing Date or Option Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date or Option Closing Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Shares after the Closing Date or Option Closing Date, this Agreement will not terminate as to the Firm Shares or any Additional Shares purchased prior to termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase the Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, or the Company, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Credit Suisse and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Shares hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount number of Offered Securities Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 hereof (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered any of the Securities hereunder on the Closing Date and the aggregate principal amount number of Offered the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount aggregate number of Offered the Securities that the applicable Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase Offered Securities hereunder on under the Closing Date Terms Agreement and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyGuarantor, except as provided in Section 108. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If If, on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on under the Closing Date Terms Agreement and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase be purchased on the Closing Datesuch date, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the respective Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to the proportions that the number of Firm Securities set forth opposite their respective commitments hereundernames in Schedule A to the Terms Agreement bear to the aggregate number of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase purchase. If, on the First Closing Date. If , any Underwriter or Underwriters so default and the aggregate principal amount of Offered Firm Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Firm Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Offered Firm Securities by other persons are not made within 36 hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 8. If, on the Option Closing Date, any Underwriter or Underwriters so default and the aggregate principal amount of Optional Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Optional Securities and arrangements satisfactory to the Lead Underwriter and the Company for the purchase of such Optional Securities by other persons are not made within 36 hours after such default, the non-defaulting Underwriters shall have the option to (i) terminate their obligation under the Terms Agreement to purchase Optional Securities or (ii) purchase not less than the number of Optional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Shares hereunder on either the Closing Date or any Option Closing Date and the aggregate principal amount number of Offered Securities shares of Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities shares of Shares that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Shares by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 104(l) and 9(c) (provided that if such default occurs with respect to Option Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Option Shares purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. (a) If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal aggregate Principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Securities after the Closing Date, this Agreement will not terminate as to the Securities purchased prior to termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date Date, and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Offered Securities Notes that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representatives, the Company and the Company Issuer for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyIssuer, except as provided in Section 10‎11. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection ‎17. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default defaults in its or their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwritersthemselves, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an a Underwriter under this Section. Nothing herein herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder under this Agreement on the Closing Date and the aggregate principal amount of Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered the Securities that the Underwriters are obligated to purchase be purchased on the Closing Datesuch date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered the Securities that the Underwriters are obligated to purchase be purchased on the Closing Date such date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 108. In all other cases, unless otherwise specified in this Agreement, if any Underwriter or Underwriters default in their obligations to purchase Securities under the terms of this Agreement and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 8. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Shares hereunder on either the First Closing Date or any Subsequent Closing Date and the aggregate principal amount number of Offered Securities Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company Selling Stockholders for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Stockholders for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders, except as provided in Section 108 (provided that if such default occurs with respect to Optional Shares after the Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities hereunder on which it or they have agreed to purchase under the Closing Date Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% is ten percent or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchase on Underwriting Agreement, as the Closing Datecase may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, under the Underwriting Agreement to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds 10% is more than ten percent of the total aggregate principal amount, notional amount or stated amount, as applicable, of Offered Securities that to be sold under the Underwriters are obligated to purchase on Underwriting Agreement, as the Closing Date case may be, and arrangements satisfactory to the Representatives Representative and the Company Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, this the Underwriting Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriters or the Company, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 1011 hereof. As used in this the Underwriting Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Underwritten Notes hereunder on the Closing Date and the aggregate principal amount of Offered Securities Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities Underwritten Notes that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Underwritten Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Underwritten Notes that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Underwritten Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities Underwritten Notes that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Certificates hereunder on the Closing Date and the aggregate principal face amount of Offered Securities the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal face amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateCertificates, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Offered Securities Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal face amount of Offered Securities the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal face amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date Certificates and arrangements satisfactory to the Representatives you and the Company for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Certificates. If, after giving effect to any such arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company, the aggregate face amount of such Certificates that remains unpurchased exceeds 10% of the total face amount of the Certificates, then this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 106. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters shall default in their obligations the obligation to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1011. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default default(s) in its or their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default default(s) and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur occur(s) exceeds 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and Representatives, the Company and Hovnanian for the purchase of such Offered Securities by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the CompanyCompany and Hovnanian, except as provided in Section 1010 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters shall default in their obligations the obligation to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 108. As used in this Agreement, the term “Underwriter” includes any person substituted for an a Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Class A-1 Notes hereunder on the Closing Date and the aggregate principal amount of Offered Securities Class A-1 Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities Class A-1 Notes that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Trust Manager for the purchase of such Offered Securities Class A-1 Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Class A-1 Notes that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Class A-1 Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities Class A-1 Notes that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Trust Manager for the purchase of such Offered Securities Class A-1 Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyTrust Manager, except as provided in Section 109. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Class A1 Notes hereunder on the Closing Date and the aggregate principal amount of Offered Securities Class A1 Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities Class A1 Notes that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Manager for the purchase of such Offered Securities Class A1 Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Class A1 Notes that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Class A1 Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities Class A1 Notes that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Manager for the purchase of such Offered Securities Class A1 Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyManager, except as provided in Section 109. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Shares hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount number of Offered Securities Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Shares that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109 hereof (provided that if such default occurs with respect to Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 8. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 108. As used in this Agreement, the term “Underwriter” includes any person substituted for an a Underwriter under this SectionSection 7. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.,

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Underwritten Notes hereunder on the Closing Date and the aggregate principal amount of Offered Securities Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities Underwritten Notes that the Underwriters are obligated to purchase on the Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Seller for the purchase of such Offered Securities Underwritten Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Underwritten Notes that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Underwritten Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities Underwritten Notes that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representative and the Company Seller for the purchase of such Offered Securities Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, Seller except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of shares of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of shares of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5(h), Section 8 and Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives CS First Boston may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives CS First Boston and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase the Offered Securities Units agreed to be purchased by such Underwriter or Underwriters hereunder on the Closing Date and the aggregate principal amount number of Offered Securities Units that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Units that the Underwriters are obligated to purchase on the Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Units by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Units that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Units with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Units that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities Units by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1011 hereof (provided that if such default occurs with respect to Optional Units after the Closing Date, this Agreement will not terminate as to the Firm Units or any Optional Units purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Class A-1 Notes hereunder on the Closing Date and the aggregate principal amount of Offered Securities Class A-1 Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities Class A-1 Notes that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Trust Manager for the purchase of such Offered Securities Class A-1 Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, and not jointly, in proportion to their respective commitments hereunder, to purchase the Offered Securities Class A-1 Notes that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Class A-1 Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities Class A-1 Notes that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Trust Manager for the purchase of such Offered Securities Class A-1 Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyTrust Manager, except as provided in Section 109. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1011 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives CSFBC may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives CSFBC and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount of Offered the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Offered the Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of Offered the Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Securities after the Closing Date, this Agreement will not terminate as to the Securities purchased prior to such termination). As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase the Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, or the Company, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability liability, if any, for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date Purchased Bonds pursuant to this Agreement and the aggregate Terms Agreement and the principal amount of Offered Securities Purchased Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total principal amount of Offered Securities that Purchased Bonds to which such Terms Agreement relates, the Underwriters are obligated to purchase on the Closing Date, or the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Purchased Bonds by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, Date the non-defaulting nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderhereunder and under such Terms Agreement, to purchase the Offered Securities Purchased Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Purchased Bonds with respect to which such default or defaults occur exceeds 10% of is more than the total principal above-described amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such Offered Securities Purchased Bonds by other persons are not made within 36 thirty-six hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 108. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such the Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount number of Offered shares of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered shares of Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered shares of Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered shares of Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default defaults in its or their obligations to purchase the Offered Securities hereunder on the Closing Date hereunder, and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwritersthemselves, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the such Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Underwriting Agreement will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except as provided in Section 109 hereof. As used in this Underwriting Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase the Offered Securities ADSs hereunder on the any Closing Date and the aggregate principal amount number of Offered Securities ADSs that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities ADSs that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities ADSs by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities ADSs that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities ADSs with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities ADSs that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities ADSs by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109 (provided that if such default occurs with respect to the Option ADSs after the First Closing Date, this Agreement will not terminate as to the Firm ADSs or any Option ADSs purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Credit Suisse and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on under the Closing Date Terms Agreement and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyGuarantor, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date any closing date and the aggregate principal amount number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of shares of Offered Securities that the Underwriters are obligated to purchase on the Closing Datesuch closing date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Datesuch closing date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Datesuch closing date. If any Underwriter or Underwriters so default and the aggregate principal amount number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of shares of Offered Securities that the Underwriters are obligated to purchase on the Closing Date such closing date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriters (provided that if such default occurs with respect to Optional Securities after the first closing date, this Agreement will not terminate as to the Firm Securities or the Company, except as provided in Section 10any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Depositary Units hereunder on either the First or any Option Closing Date and the aggregate principal amount number of Offered Securities Depositary Units that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Depositary Units that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Depositary Units by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Depositary Units that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Depositary Units with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities Depositary Units that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Depositary Units by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1014 (provided that if such default occurs with respect to Optional Depositary Units after the First Closing Date, this Agreement will not terminate as to the Firm Depositary Units or any Optional Depositary Units purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives CSFB may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives CSFB and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Certificates hereunder on the Closing Date and the aggregate principal amount of Offered Securities the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateCertificates, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Offered Securities Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date Certificates and arrangements satisfactory to the Representatives you and the Company for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Certificates. If, after giving effect to any such arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by the non defaulting Underwriters and the Company, the aggregate principal amount of such Certificates that remains unpurchased exceeds 10% of the total principal amount of the Certificates, then this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 106. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Notes hereunder on either the First or any Optional Closing Date and the aggregate principal amount of Offered Securities Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Offered Securities Notes that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company Issuers for the purchase of such Offered Securities Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Notes that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Notes with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of Offered Securities Notes that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company Issuers for the purchase of such Offered Securities Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyIssuers, except as provided in Section 1010 (provided that if such default occurs with respect to Option Notes after the First Closing Date, this Agreement will not terminate as to the Initial Notes or any Option Notes purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters defaults or default in their obligations obligation to purchase Offered Securities hereunder on which it or they have agreed to purchase under the Closing Date Underwriting Agreement and the aggregate principal amount of the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% is ten percent or less of the total aggregate principal amount, notional amount or stated amount, as applicable, of the Offered Securities that to be sold under the Underwriters are obligated to purchase on Underwriting Agreement, as the Closing Datecase may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, severally in proportion to their respective commitments hereunder, under the Underwriting Agreement to purchase the Offered Securities that which such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so defaults or default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occurs or occur exceeds 10% is more than ten percent of the total aggregate principal amount, notional amount or stated amount, as applicable, of Offered Securities that to be sold under the Underwriters are obligated to purchase on Underwriting Agreement, as the Closing Date case may be, and arrangements satisfactory to the Representatives Representative and the Company Depositor for the purchase of such Offered Securities by other persons (who may include one or more of the non-defaulting Underwriters including the Representative) are not made within 36 hours after any such default, this the Underwriting Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, Depositor except as provided in for the expenses to be paid or reimbursed by the Depositor pursuant to Section 1011 hereof. As used in this the Underwriting Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will shall relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters ----------------------- participating in an offering of Certificates default in their obligations to purchase Offered Securities Certificates hereunder on and under the Closing Date Terms Agreement and the aggregate principal amount of Offered Securities that such Certificates which such defaulting Underwriter or Underwriters agreed agreed, but failed failed, to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateCertificates set forth in such Terms Agreement, the Representatives you may make arrangements arrangement satisfactory to the Company Transferor for the purchase of such Offered Securities Certificates by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no such arrangements are made by within a period of 36 hours after the Closing applicable Delivery Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunderhereunder and under such Terms Agreement, to purchase the Offered Securities that Certificates which such defaulting Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Certificates with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date Certificates set forth in such Terms Agreement and arrangements satisfactory to the Representatives you and the Company Transferor for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyTransferor, except as provided in Section 10. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives Underwriters may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided that the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Guarantors and the Underwriters pursuant to Section 8 shall remain in Section 10effect. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default default(s) in its or their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal aggregate amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default default(s) and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur occur(s) exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and Representatives, the Company and Hovnanian for the purchase of such Offered Securities by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany and Hovnanian, except as provided in Section 1010 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Underwritten Securities hereunder on the any Closing Date and the aggregate principal amount of Offered Underwritten Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Underwritten Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Underwritten Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Underwritten Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Underwritten Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Underwritten Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Underwritten Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. In the event of any such default which does not result in a termination of the applicable Terms Agreement, either the Representatives 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 Registration Statement or the Prospectus or in any other documents or arrangements.

Default of Underwriters. If any either Underwriter or Underwriters default defaults in their its obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount number of Offered shares of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered shares of Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives non-defaulting Underwriter may make arrangements satisfactory to the Company Selling Stockholder for the purchase of such Offered Securities by other persons, including any of the Underwritersnon-defaulting Underwriter, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters Underwriter shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters Underwriter agreed but failed to purchase on the Closing Date. If any either Underwriter or Underwriters so default defaults and the aggregate principal amount number of Offered shares of Securities with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount number of Offered shares of Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives non-defaulting Underwriter and the Company Selling Stockholder for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any the non-defaulting Underwriter or the CompanySelling Stockholder, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any International Underwriter or International Underwriters default in their obligations to purchase Offered Securities the Shares which it has agreed to purchase hereunder on the Closing Date at a Time of Delivery and the aggregate principal amount number of Offered Securities Shares that such defaulting International Underwriter or International Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the Closing Datesuch Time of Delivery, the Representatives Joint Global Coordinators may make arrangements satisfactory to the Company Selling Shareholder for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, on such Time of Delivery the non-defaulting Underwriters Underwriters, shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Shares that such defaulting International Underwriters agreed but failed to purchase on the Closing Dateat such Time of Delivery. If any International Underwriter or International Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount number of Offered Securities Shares that the Underwriters are obligated to purchase on the Closing Date at such Time of Delivery and arrangements satisfactory to the Representatives Joint Global Coordinators and the Company Selling Shareholder for the purchase of such Offered Securities Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting International Underwriter or the CompanySelling Shareholder, except as provided in Section 1011 (provided that if such default occurs with respect to Optional Shares after the first Time of Delivery, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination). As used in this Agreement, the term “"International Underwriter” " includes any person substituted for an International Underwriter under this Section. Nothing herein will relieve a defaulting International Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered the Securities hereunder on the a Closing Date and the aggregate principal amount number of Offered the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount aggregate number of Offered the Securities that the applicable Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default defaults in its or their obligations to purchase the Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the non-defaulting Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwritersthemselves, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the such Offered Securities Securities, that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein herein, including the Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Class A1 Notes hereunder on the Closing Date and the aggregate principal amount of Offered Securities Class A1 Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities Class A1 Notes that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Manager for the purchase of such Offered Securities Class A1 Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Class A1 Notes that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Class A1 Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities Class A1 Notes that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Manager for the purchase of such Offered Securities Class A1 Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyManager, except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. For purposes of Section 9 of this Agreement, the 2023 Notes and the 2028 Notes shall each be treated as separate series of Securities, and Section 9 shall apply to each series of Securities as if this Agreement applied solely to such series.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on under the Closing Date Terms Agreement and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 108. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default. The respective commitments of the several Underwriters for the purposes of this Section shall be determined without regard to reduction in the respective Underwriters' obligations to purchase the principal amounts of the Offered Securities set forth opposite their names in the Terms Agreement as a result of Delayed Delivery Contracts entered into by the Company and the Guarantors.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Class A Notes hereunder on the Closing Date and the aggregate principal amount of Offered Securities Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities Class A Notes that the Underwriters are obligated to purchase on the Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Seller for the purchase of such Offered Securities Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Class A Notes that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities Class A Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities Class A Notes that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representative and the Company Seller for the purchase of such Offered Securities Class A Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, Seller except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, Date the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur exceeds 10% of is more than the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date above number and arrangements satisfactory to the Representatives you and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default defaults in their its obligations to purchase Offered Securities Certificates hereunder on the Closing Date and the aggregate principal amount of Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated Certificates to purchase on the Closing Datebe purchased hereunder, the Representatives Credit Suisse First Boston Corporation may make arrangements satisfactory to the Company Depositor for the purchase of such Offered Securities Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Specified Delivery Date, the non-defaulting Underwriters Credit Suisse First Boston Corporation shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriters Underwriter agreed but failed to purchase on the Closing Datehereunder. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of Offered Securities Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated Certificates to purchase on the Closing Date be purchased hereunder and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company Depositor for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyDepositor, except as provided in Section 105(f) and Section 7. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an a Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on under the Closing Date Terms Agreement and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal aggregate amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal aggregate amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date Securities, and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 108. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. As used in this Section only, the “aggregate amount” of the Offered Securities shall mean the aggregate principal amount of any Offered Debt Securities. Nothing herein will relieve a defaulting Underwriter from liability for its default. The foregoing obligations and agreements set forth in this Section will not apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default default(s) in its or their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal aggregate amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default default(s) and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur occur(s) exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1010 hereof. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Certificates hereunder on the Closing Date and the aggregate principal amount of Offered Securities the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateCertificates, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Offered Securities Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date Certificates and arrangements satisfactory to the Representatives you and the Company for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Certificates. If, after giving effect to any such arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company, the aggregate principal amount of such Certificates that remains unpurchased exceeds 10% of the total principal amount of the Certificates, then this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 106. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date Date, and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1011. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 17. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives CSFBC may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives CSFBC and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.9 (provided that if such default occurs with respect to Optional

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the Closing Date First or Second Time of Delivery and the aggregate principal amount number of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing Datesuch Date of Delivery, the Representatives Goldxxx, Xxchx & Xo. may make arrangements satisfactory to the Company Selling Stockholder for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Datesuch Date of Delivery, the non-defaulting Underwriters shall be obligated obligated, severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Datesuch Date of Delivery. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing such Date of Delivery and arrangements satisfactory to the Representatives Goldxxx, Xxchx & Xo. and the Company Selling Stockholder for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Trust or the Company, except as provided in Section 1010 (provided that if such default occurs with respect to Optional Securities after the First Time of Delivery, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Certificates hereunder on the Closing Date and the aggregate principal face amount of Offered Securities the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal face amount of Offered Securities that the Underwriters are obligated to purchase on the Closing DateCertificates, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Offered Securities Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal face amount of Offered Securities the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal face amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date Certificates and arrangements satisfactory to the Representatives you and the Company for the purchase of such Offered Securities Certificates by other persons are not made within 36 hours after such default, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Certificates. If, after giving effect to any such arrangements for the purchase of the Certificates of a defaulting Underwriter or Underwriters by the non defaulting Underwriters and the Company, the aggregate face amount of such Certificates that remains unpurchased exceeds 10% of the total face amount of the Certificates, then this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 106. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date Date, and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representatives, the Company and the Company Issuer for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyIssuer, except as provided in Section 1011. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 17. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives Underwriters may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. It shall be a condition to the obligations of each Underwriter to purchase the Shares in the manner as described herein, that, except as hereinafter provided in this section, each of the Underwriters shall purchase and pay for all the Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities Shares hereunder on either the First Closing Date or the Second Closing Date and the aggregate principal amount number of Offered Securities that Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10% %) of the total principal amount number of Offered Securities that Shares which the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date the Closing Date, the non-defaulting nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that Shares which such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered Securities Shares with respect to which such default or defaults occur exceeds is greater than ten percent (10% %) of the total principal amount number of Offered Securities that Shares which the Underwriters are obligated to purchase on the such Closing Date Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Shares by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or nondefaulting Underwriter, the Company, and the Selling Stockholder except as to the extent provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its defaultsection 12 hereof.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Purchased Securities hereunder on the Closing Date pursuant to this Agreement and the aggregate Terms Agreement and the principal amount of Offered Purchased Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed is ten percent (10% %) or less of the total principal amount of Offered Purchased Securities that to which such Terms Agreement relates, the Underwriters are obligated to purchase on the Closing Date, or the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Purchased Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, Date the non-defaulting nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderhereunder and under such Terms Agreement, to purchase the Offered Purchased Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Purchased Securities with respect to which such default or defaults occur exceeds 10% of is more than the total principal above-described amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such Offered Purchased Securities by other persons are not made within 36 thirty-six hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.any

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on at the Closing Date Time of Delivery and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on the Time of Delivery does not exceed 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on at the Closing DateTime of Delivery, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing DateTime of Delivery, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on at the Closing DateTime of Delivery. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of Offered Securities that the Underwriters are obligated to purchase on at the Closing Date Time of Delivery and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default default(s) in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount number of Offered shares of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered shares of Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that, in the opinion of counsel for the Company or counsel for the Underwriters, may be necessary in the Registration Statement, the General Disclosure Package and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the General Disclosure Package and the Prospectus that effects any such changes. If any Underwriter or Underwriters so default default(s) and the aggregate principal amount number of Offered shares of Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.number of

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on under the Closing Date Terms Agreement and the aggregate principal amount number of Offered shares of Preferred Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Offered Securities that the Underwriters are obligated to purchase on the Closing Dateshares of Preferred Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company and the Trust for the purchase of such Offered Preferred Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder the Terms Agreement (including the provisions of this Agreement), to purchase the Offered Preferred Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Offered shares of Preferred Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Offered shares of Preferred Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Lead Underwriter, the Company and the Company Trust for the purchase of such Offered Preferred Securities by other persons are not made within 36 hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyTrust, except as provided in Section 108. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives CSFBC may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on the such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives CSFBC and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.