Common use of Default of Underwriters Clause in Contracts

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

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

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

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

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

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

Default of Underwriters. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and the aggregate principal amount number of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount number of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1012 hereof (provided that if such default occurs with respect to Optional Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Default of Underwriters. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities the Common Shares hereunder on either the First or any Second Closing Date and the aggregate principal amount number of the Offered Securities shares of Common Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10% %) of the total principal amount number of shares of the Offered Securities Common Shares that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Common Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Common Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount number of the Offered Securities shares of Common Shares with respect to which such default or defaults occur exceeds ten percent (10% %) of the total principal amount number of the Offered Securities shares of Common Shares that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Common Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1012 (provided that if such default occurs with respect to Common Shares after the First Closing Date, this Agreement will not terminate as to the Firm Common Shares or the Common Shares purchased prior to such termination). As used in this Underwriting Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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

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

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

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

Default of Underwriters. If any Underwriter or Underwriters shall default defaults in the obligation its obligations to purchase Offered Securities SAILS hereunder on either the First Closing Date or any Option Closing Date and the aggregate principal amount number of the Offered Securities SAILS that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities SAILS that the Underwriters are obligated to purchase on the such Closing Date, the Representatives CSFBC may make arrangements satisfactory to the Company for the purchase of such Offered Securities SAILS by other persons, including any of the Underwritersnon-defaulting Underwriter, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters Underwriter shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities SAILS that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default defaults and the aggregate principal amount number of the Offered Securities SAILS with respect to which such default or defaults occur occurs exceeds 10% of the total principal amount number of the Offered Securities SAILS that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives CSFBC and the Company for the purchase of such Offered Securities SAILS by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any the non-defaulting Underwriter or the CompanyCompany or IBC, except as provided in Section 1013 (provided that if such default occurs with respect to Option SAILS after the First Closing Date, this Agreement will not terminate as to the Firm SAILS or any Option SAILS purchased prior to such termination). As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this SectionSection 12. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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

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

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

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

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

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

Default of Underwriters. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and the aggregate principal amount number of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount number of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1012 hereof (provided that if such default occurs with respect to Optional Securities after the Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default of Underwriters. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities the Common Shares hereunder on either the First or any Second Closing Date and the aggregate principal amount number of the Offered Securities shares of Common Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10% %) of the total principal amount number of shares of the Offered Securities Common Shares that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Common Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities Common Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount number of the Offered Securities shares of Common Shares with respect to which such default or defaults occur exceeds ten percent (10% %) of the total principal amount number of the Offered Securities shares of Common Shares that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities Common Shares by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1012 (provided that if such default occurs with respect to Common Shares after the First Closing Date, this Agreement will not terminate as to the Firm Securities or the Common Shares purchased prior to such termination). As used in this Underwriting Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Default of Underwriters. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities hereunder which they may have agreed to purchase under the Terms Agreement relating to such Securities and the aggregate principal amount of the Offered such Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Datebe purchased under such Terms Agreement, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunder this Agreement and such Terms Agreement, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds is more than 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date be purchased under such Terms Agreement, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this such Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in for the expenses to be paid or reimbursed by the Company pursuant to Section 106 and the respective obligations of the Company and the Underwriters pursuant to Section 8. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 9. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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

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

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

Default of Underwriters. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities hereunder on the Closing Date and the aggregate principal amount of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 109. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this SectionSection 7. Nothing herein will relieve a defaulting Underwriter from liability for its default. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding five business days, as the Representatives and the Company shall determine in order that the required changes in the Registration Statement, the General Disclosure Package, the Prospectus or in any other documents or arrangements may be effected.

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

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

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

Default of Underwriters. It shall be a condition to the agreement and obligation of the Company to sell and deliver the Shares hereunder, and of each Underwriter to purchase the Shares hereunder, that, except as hereinafter in this paragraph provided, each of the Underwriters shall purchase and pay for all Shares agreed to be purchased by such Underwriter hereunder upon tender to the Representatives of all such Shares in accordance with the terms hereof. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities Shares hereunder on the First Closing Date or the Second Closing Date and the aggregate principal amount number of the Offered Securities that Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% 10 percent of the total principal amount number of the Offered Securities that Shares which the Underwriters are obligated to purchase on the First Closing Date or the Second Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, date the non-defaulting nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datedate. If any Underwriter or Underwriters shall so default and the aggregate principal amount number of the Offered Securities Shares with respect to which such default or defaults occur exceeds 10% of is more than the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date above percentage and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities Shares by other persons or by the nondefaulting Underwriters are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company, except as for the expenses to be paid by the Company pursuant to Section 6 hereof and except to the extent provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default10 hereof.

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

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

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

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

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

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

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

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

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

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

Default of Underwriters. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered the Securities hereunder and the aggregate principal amount number of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchase on the Closing DateSecurities, the Representatives you may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate principal amount number of the Offered Securities with respect to which such default or defaults occur exceeds 10% of is more than the total principal amount of the Offered Securities that the Underwriters are obligated to purchase on the Closing Date above number and arrangements satisfactory to the Representatives you and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1012. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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

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

Default of Underwriters. (a) If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate principal amount number of the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount number of the Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of the Offered Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10[12] (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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

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

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

Default of Underwriters. If any Underwriter or Underwriters shall default in the obligation their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate principal amount number of the Offered shares of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount number of the Offered shares of Securities that the Underwriters are obligated to purchase on the such Closing Date, the Representatives Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate principal amount number of the Offered shares of Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount number of the Offered shares of Securities that the Underwriters are obligated to purchase on the such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 1012 (provided, that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability it may have to the Company or any non-defaulting Underwriter for its default.

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

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

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

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

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

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

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

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

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

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

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