Common use of Underwriter Default Clause in Contracts

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such date, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicable. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor shall have the right to postpone such Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicable, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date or such Option Closing Date, as the case may be, the Guarantor shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option the Closing Date, as applicable. If within thirty six hours after such default by any Underwriter Underwriter, you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you the Representatives to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Securities, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such the Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date or such Option the Closing Date, as the case may be, the Guarantor Company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which Depositary Shares that it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities Depositary Shares on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred SecuritiesDepositary Shares, then the Guarantor Company shall be entitled to a further period of thirty thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities Depositary Shares on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred SecuritiesDepositary Shares, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred SecuritiesDepositary Shares, you or the Guarantor Company shall have the right to postpone such Closing Date or such Option Closing Date, as the case may be, a Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred SecuritiesDepositary Shares. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Depositary Shares of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount number of such Trust Preferred Securities which Depositary Shares that remains unpurchased does not exceed one one-eleventh of the aggregate principal amount number of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Depositary Shares, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount number of Trust Preferred Securities which Depositary Shares that such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount number of Trust Preferred Securities which Depositary Shares that such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Depositary Shares of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount number of Trust Preferred Securities which such Depositary Shares that remains unpurchased exceeds one one-eleventh of the aggregate principal amount number of all Depositary Shares, or if the Trust Preferred Securities to be purchased at such Closing Date or such Option Closing Date, as the case may be, the Guarantor Company shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities Depositary Shares of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 79 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such Closing Date or such Option Closing Date, as the case may be, Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal liquidation amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal liquidation amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Securities, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal liquidation amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal liquidation amount of Trust Preferred the Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal liquidation amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal liquidation amount of all the Trust Preferred Securities to be purchased at such Closing Date Securities, or such Option Closing Date, as if the case may be, the Guarantor Company shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred the Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany and without any liability on the part of the Company to any Underwriter, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 78 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableSecurities, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date Securities, or such Option Closing Date, as the case may be, if the Guarantor shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such dateat the Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred the Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such Closing Date or such Option Closing Date, as the case may beTime of Delivery, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount number of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount number of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Dateat the Time of Delivery, as applicable, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount aggregate number of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount aggregate number of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount number of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount number of all the Trust Preferred Securities to be purchased at such Closing Date the Time of Delivery, or such Option Closing Date, as if the case may be, the Guarantor Company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date Normal WITS which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities Normal WITS on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred SecuritiesNormal WITS, then the Guarantor shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities Normal WITS on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that you have so arranged for the purchase of such Trust Preferred SecuritiesNormal WITS, or the Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred SecuritiesNormal WITS, you or the Guarantor shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred SecuritiesNormal WITS. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Normal WITS of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph subsection (a) above, the aggregate principal amount of such Trust Preferred Securities Normal WITS which remains unpurchased does not exceed one eleventh of the aggregate principal amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Normal WITS, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities Normal WITS which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities Normal WITS which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities Normal WITS of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Normal WITS of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph subsection (a) above, the aggregate principal amount of Trust Preferred Securities Normal WITS which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date Normal WITS, or such Option Closing Date, as the case may be, if the Guarantor shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities Normal WITS of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such dateat each Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such Closing Date or such Option Closing Date, as the case may beTime of Delivery, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount number of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount number of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing DateTime of Delivery, as applicable, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount aggregate number of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount aggregate number of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount number of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount number of all the Trust Preferred Securities to be purchased at such Closing Date the Time of Delivery, or such Option Closing Date, as if the case may be, the Guarantor Company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing DateSecond Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date Firm Depositary Shares which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities Firm Depositary Shares on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred SecuritiesFirm Depositary Shares, then the Guarantor Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities Firm Depositary Shares on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred SecuritiesFirm Depositary Shares, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred SecuritiesFirm Depositary Shares, you or the Guarantor Company shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred SecuritiesFirm Depositary Shares. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Firm Depositary Shares of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount of such Trust Preferred Securities Firm Depositary Shares which remains unpurchased does not exceed one eleventh of the aggregate principal amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Firm Depositary Shares, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities Firm Depositary Shares which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities Firm Depositary Shares which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities Firm Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Firm Depositary Shares of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount of Trust Preferred Securities Firm Depositary Shares which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date Firm Depositary Shares, or such Option Closing Date, as if the case may be, the Guarantor Company shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities Firm Depositary Shares of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 78; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which Depositary Shares that it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities Depositary Shares on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred SecuritiesDepositary Shares, then the Guarantor Company shall be entitled to a further period of thirty thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities Depositary Shares on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred SecuritiesDepositary Shares, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred SecuritiesDepositary Shares, you or the Guarantor Company shall have the right to postpone such Closing Date or such Option Closing Date, as the case may be, a Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred SecuritiesDepositary Shares. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Depositary Shares of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount number of such Trust Preferred Securities which Depositary Shares that remains unpurchased does not exceed one eleventh of the aggregate principal amount number of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Depositary Shares, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount number of Trust Preferred Securities which Depositary Shares that such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount number of Trust Preferred Securities which Depositary Shares that such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Depositary Shares of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount number of Trust Preferred Securities which such Depositary Shares that remains unpurchased exceeds one one-eleventh of the aggregate principal amount number of all Depositary Shares, or if the Trust Preferred Securities to be purchased at such Closing Date or such Option Closing Date, as the case may be, the Guarantor Company shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities Depositary Shares of a defaulting Underwriter or Underwriters, then this Agreement (or or, with respect to the Option Closing DateSecond Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred SecuritiesShares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 79 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such the Closing Date or such the Option Closing Date, as applicable. If within thirty six hours after such default by any Underwriter Underwriter, you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you the Representative to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such the Closing Date or such the Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Securities, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred the Securities which such Underwriter agreed to purchase hereunder at such the Closing Date or such the Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such the Closing Date or such the Option Closing Date, as the case may be, the Guarantor Company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations obligation of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datethe Closing Date or the Option Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor shall have the right to postpone such the Closing Date or such the Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph subsection (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableSecurities, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph subsection (a) above, the aggregate principal liquidation amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal liquidation amount of all the Trust Preferred Securities to be purchased at such Closing Date Securities, or such Option Closing Date, as the case may be, if the Guarantor shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such Closing Date or such Option Closing Date, as the case may be, Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal liquidation amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal liquidation amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Securities, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal liquidation amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal liquidation amount of Trust Preferred the Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal liquidation amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal liquidation amount of all the Trust Preferred Securities to be purchased at such Closing Date Securities, or such Option Closing Date, as if the case may be, the Guarantor Company shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred the Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or to the GuarantorCompany and without any liability on the part of the Company to any Underwriter, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 78 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date Notes which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities Notes on the terms contained herein at such Closing Date or such Option the Closing Date, as applicable. If within thirty six hours after such default by any Underwriter Underwriter, you do not arrange for the purchase of such Trust Preferred SecuritiesNotes, then the Guarantor Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you the Representatives to purchase such Trust Preferred Securities Notes on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred SecuritiesNotes, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred SecuritiesNotes, you or the Guarantor Company shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities.Notes. FTB SENIOR DEBT 2008 – UNDERWRITING AGREEMENT (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Notes of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities Notes which remains unpurchased does not exceed one eleventh of the aggregate principal amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Notes, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities Notes which such Underwriter agreed to purchase hereunder at such Closing Date or such Option the Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities Notes which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Notes of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities Notes which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities Notes to be purchased at such Closing Date or such Option the Closing Date, as the case may be, the Guarantor Company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities Notes of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date Shares which it has agreed to purchase hereunder on such dateat a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities Shares on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred SecuritiesShares, then the Guarantor Company and the Selling Stockholders shall be entitled to a further period of thirty thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities Shares on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company and the Selling Stockholders that you have so arranged for the purchase of such Trust Preferred SecuritiesShares, or the Guarantor notifies Company and the Selling Stockholders notify you that it has they have so arranged for the purchase of such Trust Preferred SecuritiesShares, you or the Guarantor Company and the Selling Stockholders shall have the right to postpone such Closing Date or such Option Closing Date, as the case may be, a Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred SecuritiesShares. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Shares of a defaulting Underwriter or Underwriters by you and the Guarantor Company and the Selling Stockholders as provided in paragraph subsection (a) above, the aggregate principal amount number of such Trust Preferred Securities Shares which remains unpurchased does not exceed one one-eleventh of the aggregate principal amount number of Trust Preferred Securities all the Shares to be purchased on at such Closing Date or such Option Closing Date, as applicableTime of Delivery, then the Guarantor Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the principal amount number of Trust Preferred Securities Shares which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount number of Trust Preferred Securities Shares which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Shares of a defaulting Underwriter or Underwriters by you and the Guarantor Company and the Selling Stockholders as provided in paragraph subsection (a) above, the aggregate principal amount number of Trust Preferred Securities such Shares which remains unpurchased exceeds one one-eleventh of the aggregate principal amount number of all of the Trust Preferred Securities Shares to be purchased at such Closing Date Time of Delivery, or such Option Closing Date, as if the case may be, Company and the Guarantor Selling Stockholders shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities Shares of a defaulting Underwriter or Underwriters, then this Agreement (or or, with respect to the Option Closing DateSecond Time of Delivery, the obligations of the Underwriters to purchase and of the Company Selling Stockholders named in Schedule IIB to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred SecuritiesShares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany or the Selling Stockholders, except for the expenses to be borne by the Company and the Selling Stockholders and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 79 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date Normal PPS which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities Normal PPS on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred SecuritiesNormal PPS, then the Guarantor shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities Normal PPS on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that you have so arranged for the purchase of such Trust Preferred SecuritiesNormal PPS, or the Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred SecuritiesNormal PPS, you or the Guarantor shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred SecuritiesNormal PPS. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Normal PPS of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities Normal PPS which remains unpurchased does not exceed one eleventh of the aggregate principal amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Normal PPS, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities Normal PPS which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities Normal PPS which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities Normal PPS of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities Normal PPS of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities Normal PPS which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date Normal PPS, or such Option Closing Date, as the case may be, if the Guarantor shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities Normal PPS of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter Underwriter, you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor shall be entitled to a further period of thirty thirty-six hours within which to procure another party or other parties satisfactory to you the Representative to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableSecurities, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date Securities, or such Option Closing Date, as the case may be, if the Guarantor shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Securities, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date Securities, or such Option Closing Date, as if the case may be, the Guarantor Company shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 78; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (aA) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, without relieving any defaulting Underwriter from liability for its default, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such Closing Date or such Option Closing Date, as the case may be, Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (bB) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal liquidation amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal liquidation amount of Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableall the Securities, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal liquidation amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal liquidation amount of Trust Preferred the Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (cC) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal liquidation amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal liquidation amount of all the Trust Preferred Securities to be purchased at such Closing Date Securities, or such Option Closing Date, as if the case may be, the Guarantor Company shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred the Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or to the GuarantorCompany and without any liability on the part of the Company to any Underwriter, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 78 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such dateat the Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor Company shall be entitled to a further period of thirty thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor Company that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor Company notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor Company shall have the right to postpone such Closing Date or such Option Closing Date, as the case may be, Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount number of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount number of Trust Preferred all the Securities to be purchased on such Closing Date or such Option Closing Date, as applicableat the Time of Delivery, then the Guarantor Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount number of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount number of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor Company as provided in paragraph subsection (a) above, the aggregate principal amount number of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount number of all the Trust Preferred Securities to be purchased at such Closing Date the Time of Delivery, or such Option Closing Date, as if the case may be, the Guarantor Company shall not exercise the right described in paragraph subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the GuarantorCompany, except for the indemnity and contribution agreements in Section 79; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter shall default in its obligation to purchase the Trust Preferred Securities on either the Closing Date or the Option Closing Date which it has agreed to purchase hereunder on such datehereunder, you may in your discretion arrange for you or another party or other parties to purchase such Trust Preferred Securities on the terms contained herein at such Closing Date or such Option Closing Date, as applicableherein. If within thirty six hours after such default by any Underwriter Underwriter, you do not arrange for the purchase of such Trust Preferred Securities, then the Guarantor shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you the Representative to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that you have so arranged for the purchase of such Trust Preferred Securities, or the Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, you or the Guarantor shall have the right to postpone such the Closing Date or such Option Closing Date, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Guarantor agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus that in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased on such Closing Date or such Option Closing Date, as applicableSecurities, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at such Closing Date or such Option Closing Date, as the case may be, and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at such Closing Date Securities, or such Option Closing Date, as the case may be, if the Guarantor shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligations of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities, and provided that if such default occurs only with respect to the Optional Trust Preferred Securities, this Agreement will not terminate as to the Firm Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.