Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateBonds hereunder, the Representatives non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Notes Bonds by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting other Underwriters shall be obligated severallyobligated, severally in the proportion to which their respective commitments hereunderhereunder bear to the total commitment of the non-defaulting Underwriters, to purchase the Notes that Bonds which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If In the event that any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated in their obligations to purchase on such Bonds hereunder, the Company may by prompt written notice to non-defaulting Underwriters postpone the Closing Date and arrangements satisfactory for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Representatives Registration Statement or the Prospectus or in any other documents, and the Company for will promptly file any amendments to the purchase of such Notes by other persons are not Registration Statement or supplements to the Prospectus which may thereby be 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 10necessary. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting an Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes Certificates hereunder on the Closing Date and the aggregate principal face amount of Notes the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal face amount of Notes that the Underwriters are obligated to purchase on such Closing DateCertificates, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal face amount of Notes the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal face amount of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such 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 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Datehereunder, the Representatives non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting other Underwriters shall be obligated severallyobligated, severally in the proportion to which their respective commitments hereunderhereunder bear to the total commitment of the non-defaulting Underwriters, to purchase the Notes that which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If In the event that any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated in their obligations to purchase on such Notes hereunder, the Company may by prompt written notice to non-defaulting Underwriters postpone the Closing Date and arrangements satisfactory for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Representatives Registration Statement or the Prospectus or in any other documents, and the Company for will promptly file any amendments to the purchase of such Notes by other persons are not Registration Statement or supplements to the Prospectus which may thereby be 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 10necessary. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting an Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such 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 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 shall be obligated to purchase Notes hereunder on take up and pay for the Closing Date and Securities which the defaulting Underwriter agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of Securities which the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and shall exceed 30% of the aggregate principal amount of Notes with respect Securities 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 Notes that Securities, and if such non-defaulting Underwriter does not purchase all the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 Underwriter, the Republic or Banco Central. In the Companyevent of any such default that does not result in a termination of this Agreement, except as provided either the Underwriters, the Republic or Banco Central 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such the Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Seller for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such the Closing Date and arrangements satisfactory to the Representatives Representative and the Company Seller for the purchase of such 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 participating in an Offering of Certificates default in their obligations to purchase Notes Certificates hereunder on and under the Closing Date Terms Agreement and the aggregate principal amount purchase price of Notes that Certificates which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount aggregate purchase price of Notes that the Underwriters are obligated to purchase on such Closing DateCertificates then being purchased, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunderas set forth in the applicable Terms Agreement (for all classes of Certificates), to purchase the Notes that Certificates which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount purchase price of Notes Certificates with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount aggregate purchase price of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates then being purchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Notes Certificates by other persons are not made within 36 hours after such default, this the Terms Agreement as to which such offering relates 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 in their obligations to purchase Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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 109. As used in this Agreementagreement, 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 Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such 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 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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.

Default of Underwriters. If any Underwriter or Underwriters default defaults in their its obligations to purchase Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes Certificates that such defaulting Underwriter or Underwriters have agreed but failed to purchase does not exceed 10% of the total principal amount of Notes Certificates that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Chevy Chase for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes Certificates that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Chevy Chase for the purchase of such Notes 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 CompanyChevy Chase, except as provided in Section 1011. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 10. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters participating in the offering of Notes default in their obligations to purchase Notes hereunder on the Closing Date and the aggregate principal amount of such Notes that which such defaulting Underwriter or Underwriters agreed agreed, but failed failed, to purchase does not exceed 10% of the total principal amount of the Notes that set forth in the Pricing Supplement, the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company Depositor for the purchase of such Notes by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no regardless of whether such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be remain obligated severally, in proportion to their respective commitments hereunder, severally to purchase the Notes that such defaulting Underwriters agreed but failed which they committed to purchase on such Closing Datein accordance with the terms hereunder. If any Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of the Notes that set forth in the Underwriters are obligated to purchase on such Closing Date Pricing Supplement and arrangements satisfactory to the Representatives Underwriters and the Company Depositor for the purchase of such Notes by other persons are not made within 36 hours after such defaultmade, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Companynondefaulting Underwriters, except as provided in Section 107. 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 Notes Securities hereunder on the Closing Date and the aggregate principal amount of Notes the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateSecurities, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes Securities by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Securities with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Securities and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Notes 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 CompanyGuarantor, 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 its or their obligations to purchase Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 any Underwriter defaults or Underwriters default in their obligations to purchase Notes Securities hereunder on the Closing Date and the aggregate principal amount of Notes the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateSecurities, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter defaults or Underwriters so default and the aggregate principal amount of Notes the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Securities and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Notes 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 nondefaulting Underwriter or the Company, except as provided in Section 104(h). 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 Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 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 Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes Certificates that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Transferor for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes the Certificates that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Transferor for the purchase of such Notes 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 Transferor 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Trust Manager for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Trust Manager for the purchase of such 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 participating in an Offering of Certificates default in their obligations to purchase Notes Certificates hereunder on and under the Closing Date Terms Agreement and the aggregate principal amount purchase price of Notes that Certificates which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount aggregate purchase price of Notes that the Underwriters are obligated to purchase on such Closing DateCertificates then being purchased, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunderas set forth in the applicable Terms Agreement (for all classes of Certificates), to purchase the Notes that Certificates which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount purchase price of Notes Certificates with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount aggregate purchase price of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates then being purchased, and arrangements satisfactory to the Representatives you and the Company for the purchase of such Notes Certificates by other persons are not made within 36 hours after such default, this the Terms Agreement as to which such offering relates 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 in their obligations to purchase Notes Class B Certificates hereunder on the Closing Date and the aggregate principal face amount of Notes the Class B Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal face amount of Notes that the Underwriters are obligated to purchase on such Closing DateClass B Certificates, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes Class B Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Class B Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal face amount of Notes the Class B Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal face amount of Notes that the Underwriters are obligated to purchase on such Closing Date Class B Certificates and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Notes Class B 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 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 defaults in its or their obligations to purchase Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwritersthemselves, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such Notes 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 Notes hereunder on the Closing Date Offered Securities under this Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 obligations to purchase Notes Offered Certificates hereunder on the Closing Date and the aggregate principal amount of Notes the Offered Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Certificates, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Notes Offered Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Offered Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Certificates and arrangements satisfactory to the Representatives you and the Company for the purchase of such Notes Offered 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 Company, except as provided in Section 105. 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 Notes Securities hereunder on the Closing Date and the aggregate principal amount of Notes Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateSecurities, the Representatives non-defaulting Underwriter or Underwriters may make arrangements satisfactory to the Company for the purchase of such Notes Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Securities and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such Notes 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 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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” Underwriter includes any person persons 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 Notes Units hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of Notes Units that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Notes Securities that the Underwriters are obligated to purchase on such Closing Date, the Representatives Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Notes Units by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Units that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes Units with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes Units that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Credit Suisse and the Company for the purchase of such Notes 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 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 Notes hereunder on the Closing Date Date, and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of the Notes that to be purchased by the Underwriters are obligated to purchase on such the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect that such defaulting Underwriter or Underwriters agreed but failed to which such default or defaults occur purchase exceeds 10% of the total aggregate principal amount of the Notes that to be purchased on the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such 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 Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes Certificates that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company Transferor for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes Certificates that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company Transferor for the purchase of such Notes 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 Transferor 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 Notes Bonds hereunder on the Closing Date and the aggregate principal amount of Notes that Bonds which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Notes that all the Underwriters are obligated to purchase on such Closing DateBonds, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Bonds by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes principal amount of Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Bonds with respect to which such default or defaults occur exceeds 10% of is more than the total above principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Bonds and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes Bonds by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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 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 Notes Class B Certificates hereunder on the Closing Date and the aggregate principal face amount of Notes the Class B Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal face amount of Notes that the Underwriters are obligated to purchase on such Closing DateClass B Certificates, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Class B Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Class B Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal face amount of Notes the Class B Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal face amount of Notes that the Underwriters are obligated to purchase on such Closing Date Class B Certificates and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes Class B 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 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Seller for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Seller for the purchase of such 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 CompanySeller, 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 Issuer 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 CompanyCPCo, 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 Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateCertificates, the Representatives MS may make arrangements satisfactory to the Company for the purchase of such Notes Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates and arrangements satisfactory to the Representatives MS and the Company for the purchase of such Notes 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 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives CSFBC may make arrangements satisfactory to the Company Issuers for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives CSFBC and the Company Issuers for the purchase of such Notes 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 CompanyIssuer, except as provided in Section 108. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount number of Notes 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 Notes that the Underwriters are obligated to purchase on such Closing Dateshares of Offered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that the Underwriters are obligated to purchase on such Closing Date shares of Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such 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 participating in an offering of a Series of Notes default in their obligations to purchase Notes of the related Series hereunder on and under the Closing Date related Terms Agreement and the aggregate principal amount of such Notes that which such defaulting Underwriter or Underwriters agreed agreed, but failed failed, to purchase does not exceed 10% of the total principal amount of the Notes that the Underwriters are obligated to purchase on set forth in such Closing DateTerms Agreement, the Representatives Representative may make arrangements satisfactory to the Company Depositor for the purchase of such Notes by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no regardless of whether such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be remain obligated severally, in proportion to their respective commitments hereunder, severally to purchase the Notes that such defaulting Underwriters agreed but failed of the related Series which they committed to purchase on such Closing Datein accordance with the terms hereunder and under the Terms Agreement. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes of the related Series with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of the Notes that the Underwriters are obligated to purchase on set forth in such Closing Date Terms Agreement and arrangements satisfactory to the Representatives Representative and the Company Depositor for the purchase of such Notes by other persons are not made within 36 hours after such defaultmade, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Companynondefaulting Underwriter, except as provided in Section 107. 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters have agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Chevy Chase for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Chevy Chase for the purchase of such 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-non- defaulting Underwriter or the CompanyChevy Chase, except as provided in Section 1012. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 11. 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 Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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” Underwriter includes any person persons substituted for an a 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 participating in an offering of Certificates default in their obligations to purchase Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes 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 Notes that the Underwriters are obligated to purchase on such Closing DateCertificates, the Representatives you may make arrangements arrangement satisfactory to the Company Transferor for the purchase of such Notes Certificates by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no such arrangements are made by such within a period of 36 hours after the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunder, to purchase the Notes that Certificates which such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Certificates with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates and arrangements satisfactory to the Representatives you and the Company Transferor for the purchase of such Notes 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 Notes the Securities hereunder on the Closing Date and the aggregate principal amount of Notes the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateSecurities, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Notes Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Securities with respect to which such default or defaults occur exceeds 10% of is more than the total above principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives you and the Company for the purchase of such Notes 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 1012. 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Manager for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Manager for the purchase of such 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 Notes hereunder on the Closing Date Firm Securities under this Agreement and the aggregate principal amount number of Notes shares of Firm Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Notes that the Underwriters are obligated to purchase on such Closing Dateshares of Firm Securities, the Representatives Baird may make arrangements satisfactory to the Company for the purchase of such Notes Firm Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement (including the provisions of this Agreement), to purchase the Notes Firm Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes shares of Firm Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that the Underwriters are obligated to purchase on such Closing Date shares of Firm Securities and arrangements satisfactory to the Representatives Baird and the Company for the purchase of such Notes Firm 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 defaults in their its obligations to purchase Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes Certificates that such defaulting Underwriter or Underwriters have agreed but failed to purchase does not exceed 10% of the total principal amount of Notes Certificates that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Chevy Chase for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes Certificates that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Chevy Chase for the purchase of such Notes 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 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.non-

Default of Underwriters. If any Underwriter or Underwriters ----------------------- participating in an offering of Certificates default in their obligations to purchase Notes hereunder on the Closing Date Certificates here under and the aggregate principal amount of Notes 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 Notes that the Underwriters are obligated to purchase on such Closing DateCertificates, the Representatives you may make arrangements arrangement satisfactory to the Company Transferor for the purchase of such Notes Certificates by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no such arrangements are made by such within a period of 36 hours after the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunder, to purchase the Notes that Certificates which such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Certificates with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates and arrangements satisfactory to the Representatives you and the Company Transferor for the purchase of such Notes 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 Issuer 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.term

Default of Underwriters. If It any Underwriter or Underwriters participating in an Offering of Certificates default in their obligations to purchase Notes Certificates hereunder on and under the Closing Date Terms Agreement and the aggregate principal amount purchase price of Notes that Certificates which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount aggregate purchase price of Notes that the Underwriters are obligated to purchase on such Closing DateCertificates then being purchased, the Representatives you may make arrangements satisfactory to the Company Depositor for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunderas set forth in the applicable Terms Agreement (for all classes of Certificates), to purchase the Notes that Certificates which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount purchase price of Notes Certificates with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount aggregate purchase price of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates then being purchased, and arrangements satisfactory to the Representatives you and the Company Depositor for the purchase of such Notes Certificates by other persons are not made within 36 hours after such default, this the Terms Agreement as to which such offering relates will terminate without liability on the part of any non-defaulting Underwriter or the CompanyDepositor, 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 one of the Underwriters default defaults in their its obligations to purchase Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives non-defaulting Underwriters may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters Underwriter agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or one of the Underwriters so default defaults and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such Notes 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 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 in their obligations to purchase Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateNotes, the Representatives CS First Boston may make arrangements satisfactory to the Company Goss for the purchase of such xxxh Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes or Units with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Notes, and arrangements satisfactory to the Representatives CS First Boston and the Company Goss for the purchase of such xxxh 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 CompanyGoss, except as provided in xx 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 participating in an offering of Certificates default in their obligations to purchase Notes Certificates hereunder on and under the Closing Date Terms Agreement and the aggregate principal amount of Notes that such Certificates which such defaulting Underwriter or Underwriters agreed agreed, but failed failed, to purchase does not exceed 10% [10]% of the total principal amount of Notes that the Underwriters are obligated to purchase on Certificates set forth in such Closing DateTerms Agreement, the Representatives you may make arrangements satisfactory to the Company Depositor for the purchase of such Notes Certificates by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no regardless of whether such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be remain obligated severally, in proportion to their respective commitments hereunder, severally to purchase the Notes that such defaulting Underwriters agreed but failed Certificates which they committed to purchase on such Closing Datein accordance with the terms hereunder and under the Terms Agreement. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Certificates with respect to which such default or defaults occur exceeds 10% is more than [10]% of the total principal amount of Notes that the Underwriters are obligated to purchase on Certificates set forth in such Closing Date Terms Agreement and arrangements satisfactory to the Representatives you and the Company Depositor for the purchase of such Notes Certificates by other persons are not made within 36 hours after such defaultmade, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Companynondefaulting Underwriter, 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 Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes that the Certificates which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateCertificates, the Representatives Representative may make arrangements satisfactory to the Company JCPR for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that Certificates which such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Certificates with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates and arrangements satisfactory to the Representatives Representative and the Company JCPR for the purchase of such Notes 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 CompanyJCPR, except as provided in Section 109 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 Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 Notes hereunder on the Closing Date Offered Securities under this Agreement and the aggregate principal amount number of Notes shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other personsPersons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that the Underwriters are obligated to purchase on such Closing Date shares of Offered Securities and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Notes Offered Securities by other persons are not made within 36 24 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 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 Notes Offered Securities hereunder on the First Closing Date or on any Optional Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company Holdings for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company Holdings for the purchase of such Notes 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 or the CompanyHoldings, 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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, 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 at the Closing Date in their obligations to purchase Notes hereunder on any of the Closing Date Shares under this Agreement and the aggregate principal amount number of Notes Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Notes that Shares to be purchased at the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement, to purchase the Notes Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that the Underwriters are obligated Shares to purchase on such Closing Date be purchased and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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. 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 Notes hereunder on the Closing Date any closing date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of the Notes that the Underwriters are obligated to purchase on such Closing Dateclosing date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Dateclosing date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Dateclosing date. If any Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to which such default or defaults occur exceeds 10% of the total aggregate principal amount of the Notes that the Underwriters are obligated to purchase on such Closing Date closing date and arrangements satisfactory to the Representatives and the Company for the purchase of such 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 10Underwriters. 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such the Closing Date, the Representatives Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such the Closing Date and arrangements satisfactory to the Representatives Credit Suisse and the Company for the purchase of such 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 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 in their obligations to purchase Notes Firm Shares hereunder on either the Closing Delivery Date and the aggregate principal amount number of Notes Firm Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Notes Firm Shares that the Underwriters are obligated to purchase on such Closing Datedelivery date, the Representatives CLS may make arrangements satisfactory to the Company for the purchase of such Notes Firm Shares by other persons, including any of the other Underwriters, but if no such arrangements are made by such Closing Datedelivery date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Firm Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Datedelivery date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes Firm Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes Firm Shares that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives CLS and the Company for the purchase of such Notes Firm 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. 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount number of Notes 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 Notes that the Underwriters are obligated to purchase on such Closing Dateshares of Offered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that the Underwriters are obligated to purchase on such Closing Date shares of Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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 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 Notes Shares hereunder on the Closing Date any Time of Delivery and the aggregate principal amount number of Notes Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Time of Delivery does not exceed 10% of the total principal amount number of Notes Shares that the Underwriters are obligated to purchase on such Closing DateTime of Delivery, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing DateTime of Delivery, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Shares that such defaulting Underwriters agreed but failed to purchase on such Closing DateTime of Delivery. If any Underwriter or Underwriters so default and the aggregate principal amount total number of Notes Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes Shares that the Underwriters are obligated to purchase on such Closing Date Time of Delivery and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 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 “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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives CSFBC may make arrangements satisfactory to the Company Trust Manager for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives CSFBC and the Company Trust Manager for the purchase of such 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” " 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 participating in their obligations the offering of the Securities defaults in its obligation hereunder to purchase Notes hereunder on the Closing Date aggregate principal amounts of the Securities set forth in Schedule I hereto and the aggregate principal amount of Notes that such Securities which such defaulting Underwriter or Underwriters agreed agreed, but failed failed, to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateSecurities, the Representatives Representative may make arrangements satisfactory to the Company NMELC for the purchase of such Notes Securities by other persons, including any of the UnderwritersPersons, but if no such arrangements are made by such within a period of 36 hours after the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severallyobligated, in proportion to their respective commitments total commitment hereunder, to purchase the Notes that Securities which such defaulting Underwriters Underwriter agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of Notes Securities with respect to which such default or defaults occur exceeds occurs is more than 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Securities and arrangements satisfactory to the Representatives Representative and the Company NMELC for the purchase of such Notes Securities by other persons 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 CompanyNMELC, except as provided in Section 109. As used in this Agreement, the term “"Underwriter” " includes any person Person substituted for an any 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Trust Manager for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Trust Manager for the purchase of such 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 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 Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated Certificates to purchase on such Closing Datebe purchased hereunder, the Representatives Credit Suisse First Boston LLC, and/or [NAME EACH ADDITIONAL UNDERWRITER, AS APPLICABLE] may make arrangements satisfactory to the Company Depositor for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriters Underwriter agreed but failed to purchase on such Closing Datehereunder. If any Underwriter or Underwriters so default defaults and the aggregate principal amount of Notes Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of Notes that the Underwriters are obligated Certificates to purchase on such Closing Date be purchased hereunder and arrangements satisfactory to the Representatives Credit Suisse First Boston LLC and/or [NAME EACH ADDITIONAL UNDERWRITER, AS APPLICABLE] and the Company Depositor for the purchase of such Notes 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 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 defaults in their obligations its obligation to purchase Notes Shares hereunder on and if the Closing Date and total number of Shares which such defaulting Underwriter agreed but failed to purchase is ten percent or less of the aggregate principal amount total number of Notes that Shares to be sold hereunder, the non-defaulting Underwriters shall be obligated severally to purchase (in the respective proportions which the number of Shares set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Shares set forth opposite the names of all the non-defaulting Underwriters), all the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default defaults and the aggregate principal amount total number of Notes Shares with respect to which such default or defaults occur exceeds 10% is more than ten percent of the total principal amount number of Notes that the Underwriters are obligated Shares to purchase on such Closing Date be sold hereunder, and arrangements satisfactory to the Representatives other Underwriters and the Company for the purchase of such Notes Shares by other persons (who may include the non-defaulting Underwriters) are not made within 36 hours after such default, this Agreement Agreement, insofar as it relates to the sale of the Shares, will terminate without liability on the part of any the non-defaulting Underwriter Underwriters or the CompanyCompany except for (i) the provisions of Section 8 hereof, except as provided in Section 10. As used in this Agreement, and (ii) 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.expenses to be paid or

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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 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 Notes Shares hereunder on the Closing Date and the aggregate principal amount number of Notes Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Notes Shares that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company Selling Stockholders for the purchase of such Notes Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes Shares with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes Shares that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Stockholders for the purchase of such Notes 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. 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 at the Closing Date in their obligations to purchase Notes hereunder on any of the Closing Date Securities under this Agreement and the aggregate principal amount number of Notes Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Notes that Securities to be purchased at the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement, to purchase the Notes Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that the Underwriters are obligated Securities shares to purchase on such Closing Date be purchased and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Certificates, the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company Transferor for the purchase of such Notes Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any the Underwriter or Underwriters so default and the aggregate principal amount of Notes the Certificates with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates and arrangements satisfactory to the Representatives Underwriters and the Company Transferor for the purchase of such Notes 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 nondefaulting Underwriter, the Transferor or the CompanyFederated, 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 Notes Certificates hereunder on the Closing Date and the aggregate principal face amount of Notes the Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal face amount of Notes that the Underwriters are obligated to purchase on such Closing DateCertificates, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Notes Certificates by other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal face amount of Notes the Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal face amount of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates and arrangements satisfactory to the Representatives you and the Company for the purchase of such Notes 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 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 Notes hereunder on Securities under the Closing Date Terms Agreement and the aggregate principal amount number of Notes shares of the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Notes that shares of the Underwriters are obligated to purchase on such Closing DateSecurities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement and the Terms Agreement, to purchase the Notes Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes shares of the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that shares of the Underwriters are obligated to purchase on such Closing Date Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes Securities by other persons are not made within 36 hours after such default, this such Terms Agreement will terminate without liability on the part of any non-defaulting nondefaulting 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 The foregoing obligations and agreements set forth in this Section will relieve a defaulting Underwriter from liability for its defaultnot apply if the Terms Agreement specifies that such obligations and agreements will not apply.

Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount number of Notes shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount aggregate number of Notes that the Underwriters are obligated to purchase on such Closing Dateshares of Offered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount aggregate number of Notes that the Underwriters are obligated to purchase on such Closing Date shares of Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company for the purchase of such Notes 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-non defaulting Underwriter or the Company, except as provided in Section 107. 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 Notes hereunder on the Closing Date Shares pursuant to this Agreement and the aggregate principal amount number of Notes Shares 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 number of Notes Shares that the Underwriters are obligated to purchase on such Closing Datepurchase, the Underwriters or the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, Date the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes Shares with respect to which such default or defaults occur exceeds 10% of is more than the total principal above-described amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such Notes 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 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total aggregate principal amount of Notes that all the Underwriters are obligated to purchase on such Closing DateNotes, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of is more than the total above principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes by other persons are not made within 36 thirty-six hours after such default, this Agreement will terminate 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount number of Notes 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 Notes that the Underwriters are obligated to purchase on such Closing Dateshares of Offered Securities, the Representatives Lead Underwriter may make arrangements satisfactory to the Company Selling Shareholder for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that the Underwriters are obligated to purchase on such Closing Date shares of Offered Securities and arrangements satisfactory to the Representatives Lead Underwriter and the Company Selling Shareholder for the purchase of such Notes 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 Selling Shareholder 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateNotes, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such 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 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 defaults in their obligations to purchase Notes Offered Certificates hereunder on the Closing Date and the aggregate principal amount of Notes the Offered Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Certificates, the Representatives CSFB may make arrangements satisfactory to the Company for the purchase of such Notes Offered Certificates by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Certificates that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Offered Certificates with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Certificates and arrangements satisfactory to the Representatives CSFB and the Company for the purchase of such Notes Offered 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 Company, except as provided in Section 105. 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 Notes Securities hereunder on the Closing Date and the aggregate principal amount of Notes Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes Securities that the Underwriters are obligated to purchase on such the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Securities that such defaulting Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such 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.the

Default of Underwriters. If any Underwriter either or both Underwriters default in their obligations to purchase Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that Offered Securities, the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter either or both Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such Notes 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 Notes Offered Securities hereunder on the Closing Date and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateBonds hereunder, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Notes Bonds by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting other Underwriters shall be obligated severallyobligated, severally in the proportion to which their respective commitments hereunderhereunder bear to the total commitment of the non-defaulting Underwriters, to purchase the Notes that Bonds which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If In the event that any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated in their obligations to purchase on such Bonds hereunder, the Company may by prompt written notice to the non-defaulting Underwriters postpone the Closing Date and arrangements satisfactory for a period of not more than seven full business days in order to effect whatever changes may thereby be made necessary in the Representatives Registration Statement or the Prospectus or in any other documents, and the Company for will promptly file any amendments to the purchase of such Notes by other persons are not Registration Statement or supplements to the Prospectus which may thereby be 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 10necessary. 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 Notes hereunder on Offered Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateOffered Securities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting 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 Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Offered Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes 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 any Underwriter or Underwriters default defaults in their its obligations to purchase Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters have agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company Chevy Chase for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company Chevy Chase for the purchase of such 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 CompanyChevy Chase, except as provided in Section 1012. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 11. 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 Notes Debt Securities hereunder on the Closing Date and the aggregate principal amount of Notes that the Debt Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateDebt Securities, the Representatives Credit Suisse First Boston may make arrangements satisfactory to the Company for the purchase of such Notes Debt Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that Debt Securities which such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes Debt Securities with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Debt Securities and arrangements satisfactory to the Representatives Credit Suisse First Boston and the Company for the purchase of such Notes Debt 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 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 either Underwriter or Underwriters default defaults in their its obligations to purchase Notes hereunder the Shares on the Closing Date and the aggregate principal amount number of Notes the Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of Notes Shares that the Underwriters are obligated to purchase on such Closing Date, the Representatives non-defaulting Underwriter may make arrangements satisfactory to the Company for the purchase of such Notes Shares by other persons, including any of the Underwritersnon-defaulting Underwriter, but if no such arrangements are made by such the Closing Date, the nondefaulting Underwriters non-defaulting Underwriter shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes Shares that such defaulting Underwriters Underwriter agreed but failed to purchase on such the Closing Date. If any either Underwriter or Underwriters so default defaults and the aggregate principal amount number of Notes the Shares with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount aggregate number of Notes the Shares that the Underwriters are obligated to purchase on such the Closing Date and arrangements satisfactory to the Representatives non-defaulting Underwriter and the Company for the purchase of such Notes Shares 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 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 Notes hereunder on the Closing Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of shares of Notes that the Underwriters are obligated to purchase on such the Closing Date, the Representatives Credit Suisse may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives Credit Suisse and the Company for the purchase of such 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 Notes hereunder on Securities under the Closing Date Terms Agreement and the aggregate principal amount of Notes the Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing DateSecurities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement and the Terms Agreement, to purchase the Notes Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes Securities by other persons are not made within 36 hours after such default, this such 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 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 in their obligations to purchase Notes hereunder on the Closing Date Offered Securities under this Agreement and the aggregate principal amount number of Notes 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 Notes that the Underwriters are obligated to purchase on such Closing Dateshares of Offered Securities, the Representatives CSFB may make arrangements satisfactory to the Company for the purchase of such Notes Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the nondefaulting non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement, to purchase the Notes Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate principal amount number of Notes shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of Notes that the Underwriters are obligated to purchase on such Closing Date shares of Offered Securities and arrangements satisfactory to the Representatives CSFB and the Company for the purchase of such Notes 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 Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters participating in the offering of Certificates default in their obligations to purchase Notes Certificates hereunder on the Closing Date and the aggregate principal amount of Notes 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 Notes that the Certificates set forth in the Pricing Supplement, the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company Depositor for the purchase of such Notes Certificates by other persons, including any of the UnderwritersUnderwriters participating in such offering, but if no regardless of whether such arrangements are made by such Closing Date, the nondefaulting non-defaulting Underwriters shall be remain obligated severally, in proportion to their respective commitments hereunder, severally to purchase the Notes that such defaulting Underwriters agreed but failed Certificates which they committed to purchase on such Closing Datein accordance with the terms hereunder. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes the Certificates with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date Certificates set forth in the Pricing Supplement and arrangements satisfactory to the Representatives Underwriters and the Company Depositor for the purchase of such Notes Certificates by other persons are not made within 36 hours after such defaultmade, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Companynondefaulting Underwriters, except as provided in Section 107. 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.