Common use of Default of Underwriters Clause in Contracts

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of FINRA (or, if not members of FINRA, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with FINRA’s Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (h) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement one or more of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any of the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which be purchased by such defaulting Underwriter or Underwriters agreed but failed or refused hereunder and such failure to purchase is not more than one-tenth shall constitute a default in the performance of the aggregate principal amount of the Notesits or their obligations under this Agreement, the other remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amounts principal amount of Notes set forth opposite their names in Exhibit 1 Schedule II hereto bear bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting the remaining Underwriters, to purchase ) the Notes which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided provided, however, that in no the event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and that the aggregate principal amount of Notes with respect which the defaulting Underwriters agreed but failed to which such default occurs is more than one-tenth purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule II hereto, the Notes then remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such non-defaulting Underwriters do not purchase all the Notes, this Agreement shall will terminate without liability on the part of to any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinRepublic. In the event of any such terminationdefault that does not result in a termination of this Agreement, either the Underwriters or the Republic shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Final Prospectus or in any other documents or arrangements. As used herein, the Company shall not be under term “Underwriter” includes any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than person substituted for an Underwriter who shall have failed or refused pursuant to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderthis Section 11.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount shares of Notes [Common Stock] which it has agreed to purchase and pay for hereunder, and the aggregate principal amount number of Notes shares of [Common Stock] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of shares of the Notes[Common Stock], the other Underwriters shall be obligated severally in the proportions which the amounts shares of Notes [Common Stock] set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount number of Notes shares of [Common Stock] set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes [Common Stock] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount number of Notes shares of [Common Stock] which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 7 by an amount in excess of one-ninth of such principal amount of Notes [Common Stock] without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes [Common Stock] and the aggregate principal amount number of Notes shares of [Common Stock] with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of shares of the Notes [Common Stock] then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes [Common Stock] which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), then this Agreement shall terminate. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes [Common Stock] without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non- defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of FINRA (or, if not members of FINRA, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with FINRA's Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (h) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Underwritten Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A‑1 Notes which (in the case of the Class A‑1 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A‑1 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A‑2 Notes (in the proportions which case of the amounts of Notes Class A‑2 Underwriters) as set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and Class A‑2 Notes, (iii) the aggregate principal amount of Class A‑3 Notes with respect (in the case of the Class A‑3 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to which such default occurs is more than one-tenth purchase does not exceed 10% of the total principal amount of the Class A‑3 Notes and (iv) the aggregate principal amount of the Class A‑4 Notes then (in the case of the Class A‑4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A‑4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A-1 Notes, Class A‑2 Notes, Class A‑3 Notes or Class A‑4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A‑1 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑1 Notes, the non-defaulting Class A‑2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑2 Notes, the non-defaulting Class A‑3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑3 Notes and the non-defaulting Class A‑4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A-1 Notes, the Class A‑2 Notes, the Class A‑3 Notes or the Class A‑4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting non‑defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term “Underwriter” includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Underwritten Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A‑2 Notes which (in the case of the Class A‑2 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A‑2 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A‑3 Notes (in the proportions which case of the amounts of Notes Class A‑3 Underwriters) as set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Class A‑3 Notes and (iii) the aggregate principal amount of Class A‑4 Notes with respect to which such default occurs is more than one-tenth (in the case of the aggregate Class A‑4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A‑4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A‑2 Notes, Class A‑3 Notes then or Class A‑4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A‑2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑2 Notes, the non-defaulting Class A‑3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑3 Notes and the non-defaulting Class A‑4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A‑2 Notes, the Class A‑3 Notes or the Class A‑4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting non‑defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term “Underwriter” includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Class A Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Offered Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A-2 Notes which (in the case of the Class A-2 Underwriters) that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A-2 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A-3 Notes (in the proportions which case of the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Class A-3 Underwriters, to purchase the Notes which ) that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Class A-3 Notes and (iii) the aggregate principal amount of Class A-4 Notes with respect (in the case of the Class A-4 Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to which purchase does not exceed 10% of the total principal amount of Class A-4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A-2 Notes, Class A-3 Notes or Class A-4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes and the non-defaulting Class A-4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default occurs is more than one-tenth or defaults occur and such default or defaults exceed 10% of the aggregate total principal amount of the Class A-2 Notes, the Class A-3 Notes then or the Class A-4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term "Underwriter" includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If on the Closing Date any Underwriter under this Agreement one or more of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has or they have agreed to purchase and pay for hereunderhereunder on such date, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesNotes to be purchased on such date, the other Underwriters shall be obligated severally in the proportions which that the amounts principal amount of Notes set forth opposite their respective names in Exhibit 1 hereto bear Schedule I bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinsuch date; provided that in no event shall the principal amount of Notes which that any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Representatives and the Trust Manager for the purchase of such Notes then are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; providedUnderwriter or the Trust Manager. In any such case either you or the Trust Manager shall have the right to postpone the Closing Date, howeverbut in no event for longer than seven days, in order that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extentrequired changes, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed the Registration Statement and in the Prospectus or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterdocuments or arrangements may be effected. Nothing herein contained Any action taken under this paragraph shall release not relieve any defaulting Underwriter from its liability to the Company or in respect of any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes Debentures which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesDebentures, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes Debentures set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes Debentures set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes Debentures which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes Debentures without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Debentures and the aggregate principal amount of Notes Debentures with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes Debentures then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes Debentures without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail one or refuse (otherwise than for some reason sufficient to justify, more Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, Firm Shares or Option Shares hereunder and the aggregate principal amount number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent (10%) or less of the aggregate principal amount number of Firm Shares or Option Shares, as the case may be, to be purchased by all of the NotesUnderwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representative for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative), but if no such arrangements are made by the Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite proportion to their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, respective commitments hereunder to purchase the Notes which Firm Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriterpurchase. If any Underwriter one or more Underwriters shall fail or refuse so default with respect to purchase Notes and an aggregate number of Shares that is more than ten percent (10%) of the aggregate principal amount number of Notes Firm Shares or Option Shares, as the case may be, to be purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representative are not made within 48 hours after such default for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representative) of the Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinCompany other than as provided in Section 11 hereof. In the event of any such terminationdefault by one or more Underwriters as described in this Section 10, the Company Representative shall not be under any liability have the right to any Underwriter (except to postpone the extentClosing Date or the Option Closing Date, if anyas the case may be, established as provided in Section 4(h2 hereof for not more than seven (7) hereof)business days in order that any necessary changes may be made in the arrangements or documents for the purchase and delivery of the Firm Shares or Option Shares, nor shall as the case may be. As used in this Agreement, the term "Underwriter" includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section 10. Nothing herein contained shall release relieve any defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (h) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Underwritten Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A-2 Notes which (in the case of the Class A-2 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A-2 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A-3 Notes (in the proportions which case of the amounts of Notes Class A-3 Underwriters) as set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Class A-3 Notes and (iii) the aggregate principal amount of Class A-4 Notes with respect to which such default occurs is more than one-tenth (in the case of the aggregate Class A-4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A-4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A-2 Notes, Class A-3 Notes then or Class A-4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes and the non-defaulting Class A-4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term “Underwriter” includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Underwritten Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A‑2 Notes which (in the case of the Class A‑2 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A‑2 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A‑3 Notes (in the proportions which case of the amounts of Notes Class A‑3 Underwriters) as set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Class A‑3 Notes and (iii) the aggregate principal amount of Class A‑4 Notes with respect to which such default occurs is more than one-tenth (in the case of the aggregate Class A‑4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A‑4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A‑2 Notes, Class A‑3 Notes then or Class A‑4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A‑2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑2 Notes, the non-defaulting Class A‑3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑3 Notes and the non-defaulting Class A‑4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A‑2 Notes, the Class A‑3 Notes or the Class A‑4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting non‑defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.As

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of FINRA (or, if not members of FINRA, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with FINRA's Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (party except to the extent, if any, as otherwise provided in Section 4(h6(h) and in Section 10 hereof), nor . Any action taken under this paragraph shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release not relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any either Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes Debentures which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one- tenth of the aggregate principal amount of the NotesDebentures, the other Underwriters Underwriter shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes Debentures which any Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Debentures without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Debentures and the aggregate principal amount of Notes Debentures with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Debentures, the Company shall have the right (a) to require the non-defaulting Underwriter to purchase and pay for the respective principal amount of Debentures that it had severally agreed to purchase hereunder, and, in addition, the principal amount of Debentures that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Debentures that such non-defaulting Underwriter had otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Debentures that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriter shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Debentures, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non- defaulting Underwriter, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 8 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Underwritten Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and [(i) the aggregate principal amount of Class A-1 Notes which (in the case of the Class A-1 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A-1 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A-2 Notes (in the proportions which case of the amounts of Notes Class A-2 Underwriters) as set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and Class A-2 Notes, (iii) the aggregate principal amount of Class A-3 Notes with respect (in the case of the Class A-3 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to which such default occurs is more than one-tenth purchase does not exceed 10% of the total principal amount of Class A-3 Notes, (iv) the aggregate principal amount of Class A-4 Notes (in the case of the Class A-4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A-4 Notes then and (v) the aggregate principal amount of Class B Notes (in the case of the Class B Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class B Notes], the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such [Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B Notes], as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, [the non-defaulting Class A-1 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-1 Notes, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes, the non-defaulting Class A-4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-4 Notes, the non-defaulting Class B Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class B Notes,], in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the [Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes or the Class B Notes], as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term “Underwriter” includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Securities that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesSecurities, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which Securities that any Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Securities without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Securities and the aggregate principal amount of Notes Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Securities, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Securities that it had severally agreed to purchase hereunder, and, in addition, the principal amount of Securities that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Securities that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Securities that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Securities, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non- defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes Debentures which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesDebentures, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes Debentures set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes Debentures set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no #3265683v5 event shall the principal amount of Notes Debentures which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes Debentures without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Debentures and the aggregate principal amount of Notes Debentures with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes Debentures then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes Debentures without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 8 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriters; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any either Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes Bonds which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters Underwriter shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes Bonds which any Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriter to purchase and pay for the respective principal amount of Bonds that it had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriter had otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriter shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non- defaulting Underwriter, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail one or refuse (otherwise than for some reason sufficient to justify, more Underwriters default in accordance with the terms hereof, the cancellation or termination of its ----------------------- their obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, Initial Shares or Option Shares hereunder and the aggregate principal amount number of Notes which such Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of Initial Shares or Option Shares to be purchased by all of the NotesUnderwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Closing Date or the related Date of Delivery, as the case may be, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite proportion to their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, respective commitments hereunder to purchase the Notes which Initial Shares or Option Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriterpurchase. If any Underwriter one or more Underwriters shall fail or refuse so default with respect to purchase Notes and an aggregate number of Shares that is more than ten percent of the aggregate principal amount number of Notes Initial Shares or Option Shares, as the case may be, to be purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representatives are not made within 36 hours after such default for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinCompany other than as provided in Section 11 hereof. In the event of any such terminationdefault by one or more Underwriters as described in this Section 9, the Company Representatives shall not be under any liability have the right to any Underwriter (except to postpone the extentClosing Date or the Date of Delivery, if anyas the case may be, established as provided in Section 4(h) 3 hereof), nor shall for not more than seven business days in order that any Underwriter (other than necessary changes may be made in the arrangements or documents for the purchase and delivery of the Initial Shares or Option Shares, as the case may be. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section 9. Nothing herein contained shall release relieve any defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement one or more of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for any of the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which be purchased by such defaulting Underwriter or Underwriters agreed but failed or refused hereunder and such failure to purchase is not more than one-tenth shall constitute a default in the performance of the aggregate principal amount of the Notesits or their obligations under this Agreement, the other remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amounts principal amount of Notes set forth opposite their names in Exhibit 1 Schedule II hereto bear bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting the remaining Underwriters, to purchase ) the Notes which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided provided, however, that in no the event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and that the aggregate principal amount of Notes with respect which the defaulting Underwriters agreed but failed to which such default occurs is more than one-tenth purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule II hereto, the Notes then remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such non-defaulting Underwriters do not purchase all the Notes, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinRepublic. In the event of a default by any such terminationUnderwriter as set forth in this Section 15, the Company Closing Date shall be postponed for such period, not be under any liability to any Underwriter exceeding five Business Days and in no event for longer than the maximum number of Business Days permitted by the applicable ROC laws and regulations and/or the regulators (except to including, but not limited to, the extent, if any, provided in Section 4(h) hereofTPEx Rules), nor as the Underwriters shall determine in order that the required changes in the Registration Statement or Final Prospectus and the Prospectus Supplement or in any Underwriter (other than documents or arrangements may be effected. As used herein, the term “Underwriter” includes any person substituted for an Underwriter who shall have failed or refused pursuant to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderthis Section 15.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section #2803294v3 13 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non- defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount number of Notes which shares of Stock that it has agreed to purchase and pay for hereunder, and the aggregate principal amount number of Notes which shares of Stock that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Notesshares of Stock, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which shares of Stock that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount number of Notes which any shares of Stock that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount number of Notes shares of Stock without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes the number of shares of Stock and the aggregate principal amount number of Notes shares of Stock with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of shares of the Notes then Stock, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective number of shares of Stock that they had severally agreed to purchase hereunder, and, in addition, the number of shares of Stock that the defaulting Underwriter shall have so failed to purchase up to a number of shares thereof equal to one-ninth of the respective number of shares of Stock that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, the number of shares of Stock that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective number of shares of Stock, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Securities that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesSecurities, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which Securities that any Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Securities without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Securities and the aggregate principal amount of Notes Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Securities, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Securities that it had severally agreed to purchase hereunder, and, in addition, the principal amount of Securities that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Securities that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Securities that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Securities, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Underwritten Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A‑2 Notes which (in the case of the Class A‑2 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A‑2 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A‑3 Notes (in the proportions which case of the amounts of Notes Class A‑3 Underwriters) as set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Class A‑3 Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of (iii) the aggregate principal amount of the Class A‑4 Notes then (in the case of the Class A‑4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A‑4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A‑2 Notes, Class A‑3 Notes or Class A‑4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A‑2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑2 Notes, the non-defaulting Class A‑3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑3 Notes and the non-defaulting Class A‑4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A‑2 Notes, the Class A‑3 Notes or the Class A‑4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting non‑defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term “Underwriter” includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Senior Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Senior Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Senior Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Senior Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Senior Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 8 by an amount in excess of one-ninth of such principal amount of Senior Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Senior Notes and the aggregate principal amount of Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Senior Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Senior Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Senior Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes Debentures which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesDebentures, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes Debentures set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes Debentures set forth opposite the names of all such non-non- defaulting Underwriters, to purchase the Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes Debentures which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 7 by an amount in excess of one-one- ninth of such principal amount of Notes Debentures without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Debentures and the aggregate principal amount of Notes Debentures with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes Debentures then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes Debentures without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Class A Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A-1 Notes which (in the case of the Class A-1 Underwriters), that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A-1 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A-2 Notes (in the proportions which case of the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Class A-2 Underwriters, to purchase the Notes which ) that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and Class A-2 Notes, (iii) the aggregate principal amount of Class A-3 Notes with respect (in the case of the Class A-3 Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to which such default occurs is more than one-tenth purchase does not exceed 10% of the total principal amount of the Class A-3 Notes, (iv) the aggregate principal amount of Class B Notes (in the case of the Class B Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Class B Notes then and (v) the aggregate principal amount of Class C Notes (in the case of the Class C Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Class C Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes or Class C Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date the non-defaulting Class A-1 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-1 Notes, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes, the non-defaulting Class B Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class B Notes, and the non-defaulting Class C Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class C Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes or the Class C Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term "Underwriter" includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which Bonds that any Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non- defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that it had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes Bonds which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one- tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes Bonds which any Underwriter has agreed to purchase pursuant to Section 1 2 hereof be increased pursuant to this Section 9 12 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amounts of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one- ninth of the respective principal amount of Bonds that such non- defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 7 and in Section 11. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate #3001748v5 principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount number of Notes which Securities that it has agreed to purchase and pay for hereunder, and the aggregate principal amount number of Notes which Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the NotesSecurities, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which number of Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount number of Notes which any Securities that such Underwriter has agreed to purchase pursuant to Section 1 Schedule II hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount number of Notes Securities without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes the number of Securities and the aggregate principal amount number of Notes Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective number of Securities that they had severally agreed to purchase hereunder, and, in addition, the number of Securities that the defaulting Underwriter shall have so failed to purchase up to a number thereof equal to one-ninth of the Notes then respective number of Securities that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, the number of Securities that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective number of Securities, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (h) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Underwritten Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A‑1 Notes which (in the case of the Class A‑1 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A‑1 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A‑2 Notes (in the proportions which case of the amounts of Notes Class A‑2 Underwriters) as set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which on Schedule I that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and Class A‑2 Notes, (iii) the aggregate principal amount of Class A‑3 Notes with respect (in the case of the Class A‑3 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to which such default occurs is more than one-tenth purchase does not exceed 10% of the total principal amount of the Class A‑3 Notes and (iv) the aggregate principal amount of Class A‑4 Notes (in the case of the Class A‑4 Underwriters) as set forth on Schedule I that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A‑4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A-1 Notes, Class A‑2 Notes, Class A‑3 Notes then or Class A‑4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A‑1 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑1 Notes, the non-defaulting Class A‑2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑2 Notes, the non-defaulting Class A‑3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑3 Notes and the non-defaulting Class A‑4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A‑4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A-1 Notes, the Class A‑2 Notes, the Class A‑3 Notes or the Class A‑4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting non‑defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term “Underwriter” includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If If, on the Initial Closing Date ----------------------- or the Option Closing Date, as the case may be, any Underwriter under this Agreement one or more of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Shares that it has or they have agreed to purchase and pay for hereunderhereunder on such date, and the aggregate principal amount number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the NotesShares to be purchased on such date by all Underwriters, the other Underwriters shall be obligated severally in the proportions which that the amounts number of Notes Firm Shares set forth opposite their respective names in Exhibit 1 hereto Schedule I bear to the aggregate principal amount number of Notes Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as Lazard Freres & Co. LLC may specify, to purchase the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinsuch date; provided -------- that in no event shall the principal amount number of Notes which Shares that any Underwriter has agreed to purchase pursuant to Section 1 hereof 4 be increased pursuant to this Section 9 12 by an amount in excess of one-ninth of such principal amount number of Notes Shares without the written consent of such Underwriter. If If, on the Initial Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Notes Shares and the aggregate principal amount number of Notes Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Shares to be purchased on such date, and arrangements satisfactory to the Notes then Underwriters, the Company and the Selling Stockholders for the purchase of such Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriternondefaulting Underwriter or the Company or the Selling Stockholders, except for the expenses to be paid or reimbursed by the Company pursuant to Section 8 and the respective obligations of the Company, the Selling Stockholders and the Underwriters pursuant to Section 9; provided, however, that if the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase shall have purchased any -------- ------- Shares on the terms set forth herein. In the event of any Initial Closing Date prior to such termination, then all representations and warranties of the Company and the Selling Stockholders set forth in or made pursuant to this Agreement and all obligations of the Company pursuant to Section 6 hereof shall survive such termination. In any such case either the Underwriters or the Company shall not be under any liability have the right to any Underwriter (except to postpone the extentInitial Closing Date or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, provided in Section 4(h) hereof)the Registration Statement and in the Prospectus or 27 in any other documents or arrangements may be effected. As used in this Agreement, nor shall the term "Underwriter" includes any Underwriter (other than person substituted for an Underwriter who under this Section. Any action taken under this paragraph shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release not relieve any defaulting Underwriter from its liability to the Company or in respect of any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If If, at the First Closing, any Underwriter under this Agreement one or more ---------- ----------------------- of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Shares that it has or they have agreed to purchase and pay for hereunderhereunder on such date, and the aggregate principal amount number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of the NotesShares to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date, the other Underwriters shall be obligated severally in the proportions which that the amounts number of Notes Firm Shares set forth opposite their respective names in Exhibit Schedule 1 hereto bear bears to the aggregate principal amount number of Notes Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, at the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If First Closing, any Underwriter or Underwriters shall fail or refuse to purchase Notes Firm Shares and the aggregate principal amount number of Notes Firm Shares with respect to which such default occurs is more than one-tenth ten per cent of the aggregate principal amount number of Firm Shares to be purchased, and arrangements satisfactory to the Notes then Representatives and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter; provided, howeverthe Company or any Selling Stockholder. In any such case either the Representatives or the Company shall have the right to postpone the Closing, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters may agree, in shall have the option to (i) terminate their sole discretion, obligation hereunder to purchase Option Shares or (ii) purchase not less than the Notes which number of Option Shares that such non-defaulting Underwriter or Underwriters agreed but failed or refused would have been obligated to purchase on in the terms set forth hereinabsence of such default. In the event of any such terminationAs used in this Agreement, the Company term "Underwriter" includes any person substituted for an Underwriter under this Section 8. Any action taken under this Section 8 shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or in respect of any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If any Underwriter or Underwriters under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount number of Notes Trust Securities which it has agreed to purchase and pay for hereunder, and the aggregate principal amount number of Notes Trust Securities with respect to which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase default occurs is not more than one-tenth of the aggregate principal amount number of the NotesTrust Securities, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes Trust Securities set forth opposite their names in Exhibit 1 Schedule I hereto bear to the aggregate principal amount number of Notes Trust Securities set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Trust Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount number of Notes Trust Securities which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 7 by an amount in excess of one-ninth of such principal amount number of Notes Trust Securities without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase Notes and pay for the number of Trust Securities which it has agreed to purchase and pay for hereunder, and the aggregate principal amount number of Notes Trust Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of the Notes Trust Securities, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinterminate. In the event of any such termination, the Company Offerors shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h4(e), Section 4(f) and Section 4(g) or Section 6 hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes Trust Securities it has agreed to purchase and pay for hereunder without some reason sufficient to justify, in accordance with the terms hereof, its cancellation or termination of its obligations hereunder) be under any liability to the Company Offerors or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company Offerors or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If If, at any Underwriter under this Agreement Closing, any one or more of the ----------------------- Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Shares that it has or they have agreed to purchase and pay for hereunderhereunder on such date, and the aggregate principal amount number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of the NotesShares to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in the proportions which that the amounts number of Notes Firm Shares set forth opposite their respective names in Exhibit Schedule 1 hereto bear bears to the aggregate principal amount number of Notes Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, at the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If First Closing, any Underwriter or Underwriters shall fail or refuse to purchase Notes Firm Shares and the aggregate principal amount number of Notes Firm Shares with respect to which such default occurs is more than one-tenth ten per cent of the aggregate principal amount number of Firm Shares to be purchased, and arrangements satisfactory to the Notes then Representatives and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter; providedUnderwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing, howeverbut in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters may agree, in shall have the option to (i) terminate their sole discretion, obligation hereunder to purchase Option Shares or (ii) purchase not less than the Notes which number of Option Shares that such non-defaulting Underwriter or Underwriters agreed but failed or refused would have been obligated to purchase on in the terms set forth hereinabsence of such default. In the event of any such terminationAs used in this Agreement, the Company term "Underwriter" includes any person substituted for an Underwriter under this Section 8. Any action taken under this Section 8 shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or in respect of any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Notes then that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Notes that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Notes that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of FINRA (or, if not members of FINRA, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with FINRA’s Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Notes that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Notes, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (h) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail one or refuse (otherwise than for some reason sufficient to justify, more Underwriters default in accordance with the terms hereof, the cancellation or termination of its their ----------------------- obligations hereunder) to purchase and pay for the principal amount of Firm Notes which it has agreed to purchase and pay for hereunder, or Option Notes hereunder and the aggregate principal amount number of such Notes which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of Firm Notes or Option Notes to be purchased by all of the NotesUnderwriters at such time hereunder, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Notes by other persons (who may include one or more of the non-defaulting Underwriters, including the 22. Representatives), but if no such arrangements are made by the Firm Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite proportion to their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, respective commitments hereunder to purchase the Firm Notes which or Option Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If one or refused more Underwriters so default with respect to purchase on the terms set forth herein; provided that in no event shall the principal amount an aggregate number of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess that is more than ten percent of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount number of Firm Notes or Option Notes, as the case may be, to be purchased by all of the Underwriters at such time hereunder, and if arrangements satisfactory to the Representatives are not made within 36 hours after such default for the purchase by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives) of the Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then occurs, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinCompany other than as provided in Section 10 hereof. In the event of any such terminationdefault by one or more Underwriters as described in this Section 9, the Company Representatives shall not be under any liability have the right to any Underwriter (except to postpone the extentFirm Closing Date or the Option Closing Date, if anyas the case may be, established as provided in Section 4(h) hereof)3 hereof for not more than seven business days in order that any necessary changes may be made in the arrangements or documents for the purchase and delivery of the Firm Notes or Option Notes, nor shall as the case may be. As used in this Agreement, the term "Underwriter" includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section 9. Nothing herein contained shall release relieve any defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Underwritten Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class A-2 Notes which (in the case of the Class A-2 Underwriters) that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class A-2 Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class A-3 Notes (in the proportions which case of the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Class A-3 Underwriters, to purchase the Notes which ) that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Class A-3 Notes and (iii) the aggregate principal amount of Class A-4 Notes with respect to which such default occurs is more than one-tenth (in the case of the aggregate Class A-4 Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A-4 Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class A-2 Notes, Class A-3 Notes then or Class A-4 Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class A-2 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-2 Notes, the non-defaulting Class A-3 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-3 Notes and the non-defaulting Class A-4 Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A-4 Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default or defaults occur and such default or defaults exceed 10% of the total principal amount of the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term “Underwriter” includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount number of Notes Shares which it has agreed to purchase and pay for hereunder, and the aggregate principal amount number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the NotesShares, the other Underwriters shall be obligated severally in the proportions which the amounts number of Notes Shares set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount number of Notes Shares set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount number of Notes Shares which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 8 by an amount in excess of one-ninth of such principal amount number of Notes Shares without the written consent of such Underwriter. In the event of any such purchase, (a) the non-defaulting Underwriters or the Company shall have the right to fix as a postponed Closing Date a date not exceeding four full business days after the date specified in Section 2 and (b) the respective number of Shares to be purchased by the non-defaulting Underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Shares and the aggregate principal amount number of Notes Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of the Notes Shares then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes Shares without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If If, at any Underwriter under this Agreement Closing, any one or more of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Shares that it has or they have agreed to purchase and pay for hereunderhereunder on such date, and the aggregate principal amount number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth ten percent or less of the aggregate principal amount number of the NotesShares to be purchased on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the First Closing Date or the related Option Closing Date, as the case may be, the other Underwriters shall be obligated severally in the proportions which that the amounts number of Notes Firm Shares set forth opposite their respective names in Exhibit Schedule 1 hereto bear bears to the aggregate principal amount number of Notes Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, at the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If First Closing, any Underwriter or Underwriters shall fail or refuse to purchase Notes Firm Shares and the aggregate principal amount number of Notes Firm Shares with respect to which such default occurs is more than one-tenth ten per cent of the aggregate principal amount number of Firm Shares to be purchased, and arrangements satisfactory to the Notes then Representatives and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; providedUnderwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing, howeverbut in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If, at any Option Closing, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares, the non-defaulting Underwriters may agree, in shall have the option to (i) terminate their sole discretion, obligation hereunder to purchase Option Shares or (ii) purchase not less than the Notes which number of Option Shares that such non-defaulting Underwriter or Underwriters agreed but failed or refused would have been obligated to purchase on in the terms set forth hereinabsence of such default. In the event of any such terminationAs used in this Agreement, the Company term "Underwriter" includes any person substituted for an Underwriter under this Section 8. Any action taken under this Section 8 shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or in respect of any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If If, on the Closing Date, any Underwriter under this Agreement one or more of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which that it has or they have agreed to purchase and pay for hereunderhereunder on such date, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesNotes to be purchased on such date, the other Underwriters shall be obligated severally in the proportions proportion which the amounts of Notes set forth opposite their names in Exhibit 1 hereto respective commitments hereunder bear to the aggregate principal amount total commitment of Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinsuch date; provided that in no event shall the principal amount of Notes which that any Underwriter has agreed to purchase pursuant to Section 1 hereof this Agreement be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Notes then are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on of the terms set forth hereinCompany. In the event of any such termination, case either you or the Company shall not have the right to postpone the Closing Date, but in no event for longer than seven full business days, in order to effect whatever changes may thereby be under made necessary in the Registration Statement or the Prospectus or in any liability to other documents, and the Company will promptly file any Underwriter (except amendments to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed Registration Statement or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability supplements to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderProspectus which may thereby be made necessary.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount number of Notes which shares of Stock that it has agreed to purchase and pay for hereunder, and the aggregate principal amount number of Notes which shares of Stock that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Notesshares of Stock, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which shares of Stock that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount number of Notes which any shares of Stock that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount number of Notes shares of Stock without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes the number of shares of Stock and the aggregate principal amount number of Notes shares of Stock with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of shares of the Notes then Stock, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective number of shares of Stock that they had severally agreed to purchase hereunder, and, in addition, the number of shares of Stock that the defaulting Underwriter shall have so failed to purchase up to a number of shares thereof equal to one-ninth of the respective number of shares of Stock that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Conduct Rules), to purchase, upon the terms herein set forth, the number of shares of Stock that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective number of shares of Stock, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (h) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Class A Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, Underwriters default in accordance with the terms hereof, the cancellation or termination of its their obligations hereunder) to purchase Offered Notes hereunder and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and (i) the aggregate principal amount of Class [A-2] Notes which (in the case of the Class [A-2] Underwriters) that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total principal amount of the Class [A-2] Notes, (ii) the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally Class [A-3] Notes (in the proportions which case of the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Class [A-3] Underwriters, to purchase the Notes which ) that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on does not exceed 10% of the terms set forth herein; provided that in no event shall the total principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Class [A-3] Notes and (iii) the aggregate principal amount of Class [A-4] Notes with respect (in the case of the Class [A-4] Underwriters) that such defaulting Underwriter or Underwriters agreed but failed to which purchase does not exceed 10% of the total principal amount of Class [A-4] Notes, the Representatives may make arrangements satisfactory to the Seller and TMCC for the purchase of such Class [A-2] Notes, Class [A-3] Notes or Class [A-4] Notes, as the case may be, by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Class [A-2] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-2] Notes, the non-defaulting Class [A-3] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-3] Notes and the non-defaulting Class [A-4] Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class [A-4] Notes, in each case that such defaulting Underwriters agreed but failed to purchase. If any such default occurs is more than one-tenth or defaults occur and such default or defaults exceed 10% of the aggregate total principal amount of the Class [A-2] Notes, the Class [A-3] Notes then or the Class [A-4] Notes, as the case may be, and arrangements satisfactory to the Seller and TMCC for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (Seller or TMCC, except to the extent, if any, as provided in Section 4(h) 9 hereof). As used in this Agreement, nor shall the term “Underwriter” includes any Underwriter (other than person substituted for an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterthis Section. Nothing herein contained shall release any will relieve a defaulting Underwriter from liability for its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunderdefault.

Default of Underwriters. If on the Closing Date any Underwriter under this Agreement one or more of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has or they have agreed to purchase and pay for hereunderhereunder on such date, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesNotes to be purchased on such date, the other Underwriters shall be obligated severally in the proportions which that the amounts principal amount of Notes set forth opposite their respective names in Exhibit 1 hereto bear Schedule I bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinsuch date; provided that in no event shall the principal amount of Notes which that any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to the Representative and the Trust Manager for the purchase of such Notes then are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; providedUnderwriter or the Trust Manager. In any such case either you or the Trust Manager shall have the right to postpone the Closing Date, howeverbut in no event for longer than seven days, in order that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extentrequired changes, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed the Registration Statement and in the Prospectus or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriterdocuments or arrangements may be effected. Nothing herein contained Any action taken under this paragraph shall release not relieve any defaulting Underwriter from its liability to the Company or in respect of any non-defaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. #0000000x0 Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient suf- ficient to justify, in accordance with the terms hereof, the cancellation can- cellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes Debentures which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes Debentures which such defaulting Underwriter or Underwriters Under- writers agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesDebentures, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes Debentures set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes Deben- tures set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase pur- chase on the terms set forth herein; provided that in no event shall the principal amount of Notes Debentures which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant pursu- ant to this Section 9 7 by an amount in excess of one-ninth of such principal amount of Notes Debentures without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Debentures and the aggregate principal amount of Notes Debentures with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes Debentures then this Agreement the Company shall terminate without liability on have the part of any non-defaulting Underwriter; provided, however, that the right (a) to require such non-defaulting Underwriters may agreeto purchase and pay for the respective principal amounts of Debentures that they had severally agreed to purchase hereunder, as hereinabove provided, and, in their sole discretionaddition, the principal amount of Debentures that the defaulting Underwriter or Under- writers shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amounts of Debentures that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, members of the National Association of Securities Dealers (NASD) (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Securities Exchange Act of 1934 and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase or agree to pur- chase, upon the Notes which terms herein set forth, the principal amount of such Debentures that such defaulting Underwriter or Underwriters had agreed but failed to purchase, or refused that portion thereof that the remaining Underwriters shall not be obligated to purchase on pursuant to the terms set forth hereinforegoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter or Underwriters to purchase and pay for its respective principal amount of Debentures, and thereupon the Time of Purchase shall be postponed for a period not to exceed five full business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), then this Agreement shall terminate. In the event of any such terminationtermina- tion, the Company shall not be under any liability to any Underwriter Under- writer (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes Debentures without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter Under- writer from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, #2853977v7 to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of #2753352v2 11 Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount of Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of #2995025v4 such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of any Notes which that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesNotes , the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then , the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Notes that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Notes that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Notes that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of FINRA (or, if not members of FINRA, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with FINRA’s Conduct Rules), to purchase, upon the terms herein set forth, the principal amount of Notes that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Notes , and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (h) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one- ninth of the respective principal amount of Bonds that such non- defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes Bonds which it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one- tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes Bonds which any Underwriter has agreed to purchase pursuant to Section 1 2 hereof be increased pursuant to this Section 9 12 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amounts of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one- ninth of the respective principal amount of Bonds that such non- defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others, who are members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-non- defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 7 and in Section 11. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by in respect of its default hereunderunder this Underwriting Agreement.

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount of Notes which Bonds that it has agreed to purchase and pay for hereunder, and the aggregate principal amount of Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the NotesBonds, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes which Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinpurchase; provided that in no event shall the principal amount of Notes which any Bonds that such Underwriter has agreed to purchase pursuant to Section 1 Schedule I hereof be increased pursuant to this Section 9 11 by an amount in excess of one-ninth of such principal amount of Notes Bonds without the written consent of such Underwriter. If any such Underwriter or Underwriters shall fail or refuse to purchase Notes Bonds and the aggregate principal amount of Notes Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes then Bonds, the Company shall have the right (a) to require the non-defaulting Underwriters to purchase and pay for the respective principal amount of Bonds that they had severally agreed to purchase hereunder, and, in addition, the principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to a principal amount thereof equal to one-ninth of the respective principal amount of Bonds that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more other members of the NASD (or, if not members of the NASD, who are foreign banks, dealers or institutions not registered under the Exchange Act and who agree in making sales to comply with the NASD's Rules of Fair Practice), to purchase, upon the terms herein set forth, the principal amount of Bonds that such defaulting Underwriter had agreed to purchase, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under clause (a) and/or (b) above, the Company shall give written notice thereof to the Underwriters within 24 hours (excluding any Saturday, Sunday, or legal holiday) of the time when the Company learns of the failure or refusal of any Underwriter to purchase and pay for its respective principal amount of Bonds, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Company shall determine. In the event the Company shall be entitled to but shall not elect (within the time period specified above) to exercise its rights under clause (a) and/or (b), the Company shall be deemed to have elected to terminate this Underwriting Agreement. In the absence of such election by the Company, this Underwriting Agreement shall will, unless otherwise agreed by the Company and the non-defaulting Underwriters, terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, party except as otherwise provided in their sole discretion, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth hereinparagraph (g) of Section 6 and in Section 10 hereof. In the event of any such termination, the Company Any action taken under this paragraph shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release relieve any defaulting Underwriter from liability in respect of its liability default under this Underwriting Agreement. Termination . This Underwriting Agreement shall be subject to termination by written notice from BNY Capital Markets, Inc. and McDonald Investments Inc., as representatives of the Underwriters, to the Company Company, if (a) after the execution and delivery of this Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (ii) minimum or maximum ranges for prices shall have been generally established on the New York Stock Exchange by The New York Stock Exchange, Inc., the Commission or other governmental authority, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearing services in the United States shall have occurred, (iv) there shall have occurred any material outbreak or escalation of hostilities or any noncalamity or crisis that, in the judgment of BNY Capital Markets, Inc. and McDonald Investments Inc., as representatives of the Underwriters, is material and adverse, or (v) any material adverse change in financial, political or economic conditions in the United States or elsewhere shall have occurred and (b) in the case of any of the events specified in clauses (a)(i) through (v), such event singly or together with any other such event makes it, in the reasonable judgment of BNY Capital Markets, Inc. and McDonald Investments Inc., as representatives of the Underwriters, impracticable to market the Bonds. This Underwriting Agreement shall also be subject to termination, upon notice by BNY Capital Markets, Inc. and McDonald Investments Inc., as representatives of the Underwriters, as provided above, if, in the judgment of BNY Capital Markets, Inc. and McDonald Investments Inc., as representatives of the Underwriters, the subject matter of any amendment or supplement (prepared by the Company) to the Prospectus (except for information relating solely to the manner of public offering of the Bonds or to the activity of the Underwriters or to the terms of any securities of the Company other than the Bonds) filed or issued after the effectiveness of this Underwriting Agreement by the Company shall have materially impaired the marketability of the Bonds. Any termination hereof, pursuant to this Section 12, shall be without liability of any party to any other party, except as otherwise provided in paragraph (g) of Section 6 and in Section 10 hereof. Miscellaneous . THE RIGHTS AND DUTIES OF THE PARTIES TO THIS UNDERWRITING AGREEMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-defaulting Underwriter 1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES THAT MIGHT CALL FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. This Underwriting Agreement shall become effective when a fully executed copy thereof is delivered to BNY Capital Markets, Inc. and McDonald Investments Inc., as representatives of the Underwriters, by the Company. This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, taken together, shall constitute but one and the same agreement. This Underwriting Agreement shall inure to the benefit of each of the Company, the Underwriters and, with respect to the provisions of Section 9 hereof, each director, officer and other persons referred to in Section 9, and their respective successors. Should any part of this Underwriting Agreement for damages occasioned any reason be declared invalid, such declaration shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Underwriting Agreement had been executed with the invalid portion thereof eliminated. Nothing herein is intended or shall be construed to give to any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of any provision in this Underwriting Agreement. The term "successor" as used in this Underwriting Agreement shall not include any purchaser, as such, of any Bonds from the Underwriters. Notices . All communications hereunder shall be in writing and, if to the Underwriters, shall be mailed or delivered to BNY Capital Markets, Inc. and McDonald Investments Inc., as representatives of the Underwriters, at the addresses set forth at the beginning of this Underwriting Agreement to the attention of Xxxxxx Xxxxxxx, Vice President (fax: 000-000-0000), in the case of BNY Capital Markets, Inc., and to the attention of Debt Capital Markets (fax: 000-000-0000), in the case of McDonald Investments Inc., or, if to the Company, shall be mailed or delivered to it at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000, Attention: Treasurer, or, if to Entergy Services, Inc., shall be mailed or delivered to it at 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000, Attention: Treasurer. Very truly yours, Entergy Mississippi, Inc. By: /s/ Xxxxx Williford___________ Name: Xxxxx Xxxxxxxxx Title: Assistant Treasurer Accepted as of the date first above written. BNY Capital Markets, Inc. McDonald Investments Inc. XX Xxxxx Securities Corporation KBC Financial Products USA Inc. By: BNY Capital Markets, Inc. By:_/s/ Xxx Kingler______________ Name: Xxx Xxxxxxx Title: Vice President By: McDonald Investments Inc. By: /s/ Xxxx NuPeiffer____________ Name: Xxxx NuPeiffer Title: Sr. Vice President SCHEDULE I Entergy Mississippi, Inc. $80,000,000 First Mortgage Bonds, 4.65% Series due May 1, 2011 Name of Underwriters Principal Amount of Bonds BNY Capital Markets, Inc. $34,000,000 McDonald Investments Inc. 34,000,000 XX Xxxxx Securities Corporation 8,000,000 KBC Financial Products USA Inc. 4,000,000 TOTAL $80,000,000 EXHIBIT A [Letterhead of Xxxx Xxxxxx Child & Xxxxxxx, Professional Association] April 22, 2004 BNY Capital Markets, Inc. McDonald Investments Inc. XX Xxxxx Securities Corporation KBC Financial Products USA Inc. x/x XXX Xxxxxxx Xxxxxxx, Xxx. Xxx Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 McDonald Investments Inc. Xxx Xxxxx 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Ladies and Gentlemen: We, together with Xxxxxx Xxxx & Priest LLP, of New York, New York, and Friday, Xxxxxxxx & Xxxxx, LLP of Little Rock, Arkansas, have acted as counsel for Entergy Mississippi, Inc., a Mississippi corporation (the "Company"), in connection with the issuance and sale to you, pursuant to the Underwriting Agreement effective April 19, 2004 (the "Underwriting Agreement"), between the Company and you, of $80,000,000 aggregate principal amount of its First Mortgage Bonds, 4.65% Series due May 1, 2011 (the "Bonds"), issued pursuant to the Company's Mortgage and Deed of Trust, dated as of February 1, 1988, with The Bank of New York (successor to Bank of Montreal Trust Company), as Corporate Trustee (the "Corporate Trustee"), and Xxxxxxx X. Xxxxxxxxx (successor to Z. Xxxxxx Xxxxxxxxx), as Co-Trustee, as heretofore amended and supplemented by all indentures amendatory thereof and supplemental thereto, and as it will be further amended and supplemented by the Twenty-third Supplemental Indenture, dated as of April 1, 2004 (the "Supplemental Indenture") (the Mortgage and Deed of Trust as so amended and supplemented being hereinafter referred to as the "Mortgage"). This opinion is rendered to you at the request of the Company. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Underwriting Agreement. In our capacity as such counsel, we have either participated in the preparation of or have examined and are familiar with: (a) the Company's Amended and Restated Articles of Incorporation and By-laws, (b) the Underwriting Agreement; (c) the Mortgage; (d) the Registration Statement and the Prospectus; (e) the records of various corporate proceedings relating to the authorization, issuance and sale of the Bonds by the Company and the execution and delivery by the Company of the Supplemental Indenture and the Underwriting Agreement; and (f) the proceedings before and the order or orders entered by the Commission under the Holding Company Act relating to the issuance and sale of the Bonds by the Company. We have also examined or caused to be examined such other documents and have satisfied ourselves as to such other matters as we have deemed necessary in order to render this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of natural persons, the conformity with the originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have not examined the Bonds, except a specimen thereof, and we have relied upon a certificate of the Corporate Trustee as to the authentication and delivery thereof. In making our examination of documents and instruments executed or to be executed by persons other than the Company, we have assumed that each such other person had the requisite power and authority to enter into and perform fully its default hereunder.obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof by such person, and the due execution and delivery by or on behalf of such person of each such document and instrument. In the case of any such other person that is not a natural person, we have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which such other person was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon the ability of such other person to execute, deliver and/or perform such other person's obligations under any such document or instrument. We have further assumed that each of the documents, instruments, agreements, records and certificates reviewed by us for purposes of rendering the opinions expressed below has not been amended by oral agreement, conduct or course of dealing of the parties thereto, although we have no knowledge of any facts or circumstances that could give rise to such amendment. As to questions of fact material to the opinions expressed herein, we have relied upon certificates and representations of officers of the Company (including but not limited to those contained in the Underwriting Agreement and the Mortgage and certificates delivered at the closing of the sale of the Bonds) and appropriate public officials without independent verification of such matters except as otherwise described herein and upon statements in the Registration Statement. Subject to the foregoing and to the further exceptions and qualifications set forth below, we are of the opinion that:

Default of Underwriters. If any Underwriter under this Agreement shall fail or refuse (otherwise than for some reason sufficient to justify, in accordance with the terms hereof, the cancellation or termination of its obligations hereunder) to purchase and pay for the principal amount number of Notes Shares which it has agreed to purchase and pay for hereunder, and the aggregate principal amount number of Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the NotesShares, the other Underwriters shall be obligated severally in the proportions which the amounts of Notes Shares set forth opposite their names in Exhibit 1 hereto bear to the aggregate principal amount number of Notes Shares set forth opposite the names of all such non-defaulting Underwriters, to purchase the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein; provided that in no event shall the principal amount number of Notes Shares which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount number of Notes Shares without the written consent of such Underwriter. In the event of any such purchase, (a) the non-defaulting Underwriters or the Company shall have the right to fix as a postponed Closing Time a date not exceeding four full business days after the date specified in Section 2 and (b) the respective number of Shares to be purchased by the non-defaulting Underwriters shall be taken as the basis of their respective underwriting obligations for all purposes of this Agreement. If any Underwriter or Underwriters shall fail or refuse to purchase Notes Shares and the aggregate principal amount number of Notes Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of the Notes Shares then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter; provided, however, that the non-defaulting Underwriters may agree, in their sole discretion, to purchase the Notes Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the terms set forth herein. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent, if any, provided in Section 4(h4(i) hereof), nor shall any Underwriter (other than an Underwriter who shall have failed or refused to purchase the Notes Shares without some reason sufficient to justify, in accordance with the terms hereof, its termination of its obligations hereunder) be under any liability to the Company or any other Underwriter. Nothing herein contained shall release any defaulting Underwriter from its liability to the Company or any non-defaulting Underwriter for damages occasioned by its default hereunder.