Common use of Default by an Underwriter Clause in Contracts

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyChevron. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters or the Representatives, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Chevron and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Purchased Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Purchased Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Purchased Bonds set forth opposite the names of all the remaining Underwriters) the Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Purchased Bonds set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPurchased Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesPurchased Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities which it has agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of that series of Securities such Securities, then the Company shall be obligated severally entitled to take up and pay for (in a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. In the event that, within the respective proportions which prescribed period, the amount of Securities set forth opposite their names in Schedule II hereto non-defaulting Underwriters notify the Company that they have so arranged for that particular series of Securities bears to the aggregate amount purchase of such Securities set forth opposite Securities, or the names Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II heretosuch Securities, the remaining non-defaulting Underwriters or the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, postpone the Closing Date shall be postponed for such period, Securities for a period of not exceeding seven more than five days, as the Representatives shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Final Prospectus as amended or supplemented or in any other documents or arrangements arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the counsel for the Underwriters may thereby be effectedmade necessary. Nothing contained The term “Underwriter” as used in this Agreement shall relieve include any defaulting Underwriter of its liability, person substituted under this Section 8 with like effect as if any, such person had originally been a party to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderthis Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities and Guarantees agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities and Guarantees set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities and Guarantees set forth opposite the names of all the remaining Underwriters) the Securities and Guarantees which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities and Guarantees which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities and Guarantees set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSecurities and Guarantees, and if such nondefaulting Underwriters do not purchase all the SecuritiesSecurities and Guarantees, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Notes set forth opposite their names in Schedule II hereto for that particular series of Securities the Terms Agreement bears to the aggregate amount of such Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that if the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of all of the Securities Notes set forth in Schedule II heretothe Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Seller or the CompanyCOAF. In the event of a default by any Underwriter as set forth in this Section 716, the Closing Date shall be postponed for such periodperiod as is mutually agreeable to COAF, not exceeding seven days, as the Seller and the Representatives shall determine (with all parties hereto agreeing that time is of the essence) in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Seller, COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which that the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that that, in the event that the aggregate amount of Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed ten percent (10% %) of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and and, if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company, the Operating Partnership or the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Operating Partnership, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Underwriter failed to purchase, which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Purchased Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Purchased Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Purchased Securities set forth opposite the names of all the remaining Underwriters) the Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Purchased Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Purchased Securities, and if such nondefaulting Underwriters do not purchase all the Purchased Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Purchased Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Purchased Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Purchased Securities set forth opposite the names of all the remaining Underwriters) the Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Purchased Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Purchased Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Purchased Securities, and if such nondefaulting Underwriters do not purchase all the Purchased Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Firm Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Firm Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Firm Securities set forth opposite the names of all the remaining Underwriters) the Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Firm Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Firm Securities, and if such nondefaulting Underwriters do not purchase all the Firm Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany other than as contemplated by Sections 5(j), 7 and 8 hereunder. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Underwritten Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Underwritten Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this the Underwriting Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule II hereto for that particular series of Securities I to the Underwriting Agreement bears to the aggregate amount of such Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase (less such aggregate amount of Offered Securities as are purchased by substituted underwriters selected by the Managers with the approval of the Company or selected by the Company with the approval of the Managers) shall exceed 10% of the aggregate amount of all of the Offered Securities set forth in such Schedule II heretoI, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this the Underwriting Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany (except as otherwise provided in subsection (f) of Section 3). In the event of a default by any an Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as the Representatives Company and the Managers shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this the Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderthereunder.

Default by an Underwriter. If there is more than one Underwriter party to this Agreement and any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder. For the avoidance of doubt, to the extent there is only a single Underwriter (as contemplated in the first paragraph of this Agreement), the provisions of this Section 9 shall be deemed to be deleted from this Agreement and shall have no force or effect.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase shall constitute a such Certificates on the terms contained herein. If within 36 hours after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Certificates, the remaining nondefaulting Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Certificates set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Certificates set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesCertificates, and if such nondefaulting Underwriters do not purchase all the SecuritiesCertificates, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Note Issuer or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Note Issuer and the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement Statement, Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the principal amount of Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such principal amount of Securities, and if such nondefaulting Underwriters do not purchase all the of such principal amount of Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyObligors. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Obligors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Securities; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Securities and arrangements for the Securitiespurchase of such Securities satisfactory to the Company and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyTransmeta. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transmeta and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Capital Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Capital Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Capital Securities set forth opposite the names of all the remaining Underwriters) the Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Capital Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Capital Securities; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Capital Securities and arrangements for the Securitiespurchase of such Capital Securities satisfactory to the Trust and the Guarantor and the Representatives are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or Underwriter, the CompanyTrust and the Guarantor. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Trust or the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany other than as set forth in the last sentence of Section 11. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Purchased Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Purchased Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Purchased Bonds set forth opposite the names of all the remaining Underwriters) the Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount principal amounts of Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Purchased Bonds set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPurchased Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesPurchased Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail default in its or their obligations to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all of the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or a Date of Delivery, any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Shares set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Shares set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such nondefaulting Underwriters do not purchase all the SecuritiesShares, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, any Forward Seller, any Forward Purchaser, the Company or the CompanyOperating Partnership. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Operating Partnership, any Forward Seller, any Forward Purchaser and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters Company shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Company shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the Representatives shall determine in order that opinion of counsel for the required changes Company or counsel for the Representative are necessary in the Registration Statement and the Final Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II Schedules II-A and II-B hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II Schedules II-A and II-B hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities all the Notes of the various Classes set forth opposite their names in Schedule II hereto for that particular series of Securities the Prospectus Supplement bears to the aggregate principal amount of such Securities all of the Notes of the various Classes set forth opposite the names name of all the remaining Underwriters) the Securities which Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Notes set forth in Schedule II heretothe Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Sponsor or the CompanyDepositor. In the event of a default by any Underwriter as set forth in this Section 720, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement Statement, the Pricing Free Writing Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Sponsor, the Depositor and to any nondefaulting Underwriter for damages occasioned by its default defaulting hereunder.

Default by an Underwriter. (i) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; (ii) provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyIssuers. In the event of a default by any Underwriter as set forth in clause (ii) of this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative and Company shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Class B Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Class B Certificates set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities Class B Certificates set forth opposite the names of all the remaining Underwriters) the Securities Class B Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Class B Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Class B Certificates set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesClass B Certificates, and if such nondefaulting Underwriters do not purchase all the SecuritiesClass B Certificates, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Trust or the CompanyTransferor. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transferor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all of the Securities, this Agreement with respect to all of the Securities will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Issuer or the CompanyGuarantors. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and Issuer, the Guarantors or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Purchased Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Purchased Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Purchased Bonds set forth opposite the names of all the remaining Underwriters) the Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount principal amounts of Securities Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Purchased Bonds set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPurchased Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesPurchased Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder. 10.

Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that if the aggregate -------- ------- principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the SecuritiesSecurities within 36 hours of such default, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyCompany except as otherwise provided in Section 11. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or to any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters Company shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Company shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the opinion of counsel for the Company or counsel for the Representatives shall determine in order that the required changes are necessary in the Registration Statement and the Final Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Underwritten Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Underwritten Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I(A) hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I(A) hereto, the remaining Underwriters Company and the Selling Stockholders shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Company and the Selling Stockholders shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyCompany and the Selling Stockholders. In the event of a default by any Underwriter as set forth in this Section 711, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the Representatives shall determine in order that opinion of counsel for the required changes Company and the Selling Stockholders or counsel for the Representative are necessary in the Registration Statement and the Final Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and the Selling Stockholders or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Issuer or the CompanyGuarantors. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer and the Guarantors and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters Company shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Company shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the opinion of counsel for the Company or counsel for the Representatives shall determine in order that the required changes are necessary in the Registration Statement and the Final Statement, Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriters or the CompanyCompany other than as provided in Section 11. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company, except that the provisions of Sections 4(B)(a), 4(B)(b), 4(B)(c), 6, 9 and 12 hereof shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement Statement, the Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any all of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Depositary Shares in respect of Firm Shares set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Securities Depositary Shares in respect of Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date; provided, however, that in the event that the aggregate amount number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date shall exceed 10% of the aggregate amount of all number of the Securities set forth in Schedule II heretoShares, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the SecuritiesShares, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing particular Delivery Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of the Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate terminate, without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date or the Option Closing Date, as the case may be, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Transition Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining nondefaulting Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Transition Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Transition Bonds set forth opposite the names of all the remaining Underwriters) the Securities Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Transition Bonds set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesTransition Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesTransition Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Issuer or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven three days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities set forth opposite the names of all the remaining Underwriters or in such other proportion as you may specify in accordance with the Citigroup Global Markets Inc. Master Agreement Among Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyFund. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Fund and any nondefaulting Underwriter for damages occasioned by its default hereunder. The term "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Firm Securities which a defaulting Underwriter agreed, but failed or refused, to purchase.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Notes agreed to be purchased by such Underwriter or Underwriters hereunder on the Closing Date and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Notes set forth opposite their names in Schedule II I with respect to the Closing Date hereto for that particular series of Securities bears to the aggregate amount of such Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Notes set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the SecuritiesNotes, this Agreement the obligations will terminate without liability to of any nondefaulting Underwriter Underwriter, the Issuer, or the Companyany HSBC Entity. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transferor, HSBC Finance, and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters of that series of Securities shall be obligated severally to take up purchase and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10exceeds 9.09% of the aggregate principal amount of all Securities and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the principal amount of Securities set forth opposite its name in Schedule II hereto. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of the Securitiesin such proportion as may be agreed upon among them, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability Securities to any nondefaulting Underwriter or be purchased by the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.or

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Capital Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Capital Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Capital Securities set forth opposite the names of all the remaining Underwriters) the Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Capital Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Capital Securities; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Capital Securities and arrangements for the Securitiespurchase of such Capital Securities satisfactory to the Trust and the Guarantor and the Representative are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or Underwriter, the CompanyTrust and the Guarantor. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Trust or the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Securitization Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining nondefaulting Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Securitization Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Securitization Bonds set forth opposite the names of all the remaining Underwriters) the Securities Securitization Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Securitization Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Securitization Bonds set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSecuritization Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesSecuritization Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Issuer or the Company. In the event of a default by any Underwriter as set forth in this Section 712, the Closing Date Time of Purchase shall be postponed for such period, not exceeding seven three days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (at the price per share set forth in Section 2(a) and in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Securityholder or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement and no action taken under this paragraph shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Securityholder and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder under this Underwriting Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1010.0% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement, the ADR Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderunder this Underwriting Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions for each of the Debt Securities which such Underwriter failed to purchase which the amount of the Debt Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Debt Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany and the Guarantor. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyHandspring. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Handspring and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase shall constitute a such Certificates on the terms contained herein. If within 36 hours after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Certificates, the remaining nondefaulting Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Certificates set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Certificates set forth in Schedule SCHEDULE II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesCertificates, and if such nondefaulting Underwriters do not purchase all the SecuritiesCertificates, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Note Issuer or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Note Issuer and the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If (a) If, on the Closing Date [or the Option Closing Date, as the case may be], any one or more Underwriters shall fail Underwriter defaults on its obligation to purchase and pay for any of the Securities Shares that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be purchased by such Underwriter or entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters hereunder and such failure to purchase shall constitute such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a default defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date [or the Company may postpone the Option Closing Date, as the case may be,] for up to five full business days in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally order to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, effect any changes that in the event that opinion of counsel for the aggregate amount of Securities which Company or counsel for the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven daysUnderwriters, as the Representatives shall determine in order that the required changes applicable, may be necessary in the Registration Statement and the Final Prospectus or in any other documents document or arrangements may be effectedarrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. Nothing contained As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement shall relieve unless the context otherwise requires, any person not listed in Schedule II hereto that, pursuant to this Section 7, purchases Shares that a defaulting Underwriter of its liability, if any, agreed but failed to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunderpurchase.

Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such date; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the SecuritiesSecurities to be purchased on the Closing Date, this Agreement will terminate without liability to any nondefaulting Underwriter or the Companyany Apollo Party. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any Apollo Party or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any all of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Depositary Shares in respect of Firm Shares set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Securities Depositary Shares in respect of Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Delivery Date; provided, however, that in the event that the aggregate amount number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date shall exceed 109.09% of the aggregate amount of all number of the Securities set forth in Schedule II heretoShares, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the SecuritiesShares, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing particular Delivery Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative(s) shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Underwritten Certificates of any Class agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount portion of Securities the Underwritten Certificates of such Class set forth opposite their names in Schedule II hereto for that particular series of Securities the Terms Agreement or in an attachment to the Terms Agreement bears to the aggregate amount of Underwritten Certificates of such Securities Class set forth opposite the names of all the remaining Underwriters) the Securities Underwritten Certificates of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities Underwritten Certificates of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all Underwritten Certificates of the Securities such Class as set forth in Schedule II heretothe Final Prospectus, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesUnderwritten Certificates of such Class, and if such nondefaulting non-defaulting Underwriters do not purchase all the SecuritiesUnderwritten Certificates of such Class, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Preferred Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Preferred Securities set forth opposite the names of all the remaining Underwriters) the Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Preferred Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Preferred Securities, and if such nondefaulting Underwriters do not purchase all the Preferred Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyOfferors. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Offerors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or any settlement date, as the case may be, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date or each settlement date, as the case may be, shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II II-A hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II II-A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, any Forward Seller, any Forward Counterparty, the Issuer or the CompanyOperating Partnership. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuer, the Operating Partnership, the Forward Sellers, the Forward Counterparties and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities DECS agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities DECS set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities DECS set forth opposite the names of all the remaining Underwriters) the Securities DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities DECS set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesDECS, and if such nondefaulting Underwriters do not purchase all the SecuritiesDECS, then the Company shall have 36 hours within which it may, but it is not obligated, to find one or more substitute underwriters satisfactory to the Representatives to purchase such Securities upon the terms set forth in this Agreement and if the Company is unable to find one or more such underwriters that are satisfactory to the Representatives, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders. In the event of a default by any Underwriter as set forth in this Section 713, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Company Registration Statement, the Company Prospectus, the Trust Registration Statement and the Final Trust Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of the Securities agreed to be purchased by Units that such defaulting Underwriter or Underwriters hereunder and such failure are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of the Units that the Underwriters are obligated to purchase on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance proportion that the number of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Firm Units set forth opposite their names its name in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters) Representatives may specify in accordance with the Securities which Agreement Among Underwriters of Barclays Capital Inc. to purchase the Units that such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Securities Units with respect to which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Units that the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right are obligated to purchase all, but shall on the Initial Delivery Date and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Units by one or more non-defaulting Underwriters or other party or parties approved by the Representatives and the Partnership are not be under any obligation to purchase any, of the Securities, and if made within five business days after such nondefaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to on the part of any nondefaulting Underwriter party hereto (other than the defaulting Underwriter). In any such case that does not result in termination of this Agreement, either the Representatives or the Company. In Partnership shall have the right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Barclays Capital Inc., to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liabilityany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, if anyfor all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to the Company and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 9 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities [Warrants][Units] agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities [Warrants][Units] set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount of such Securities [Warrants][Units] set forth opposite the names of all the remaining Underwriters) the Securities [Warrants][Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities [Warrants][Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities [Warrants][Units] set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities[Warrants][Units], and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities[Warrants][Units], this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and pay for any the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one tenth of the Securities agreed aggregate number of the Shares to be purchased by on such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining other Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which that the amount number of Securities Firm Shares set forth opposite their respective names in Schedule II hereto for that particular series of Securities A bears to the aggregate amount number of such Securities Firm Shares set forth opposite the names of all such non defaulting Underwriters, or in such other proportions as you may specify, to purchase the remaining Underwriters) the Securities Shares which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, provided that in no event shall the event number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one ninth of such number of Shares without the aggregate amount written consent of Securities which such Underwriter. If, on the defaulting Closing Date, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one tenth of the aggregate amount number of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right Firm Shares to purchase all, but shall not be under any obligation to purchase any, of the Securitiespurchased on such date, and if arrangements satisfactory to you and the Company for the purchase of such nondefaulting Underwriters do Firm Shares are not purchase all the Securitiesmade within 36 hours after such default, this Agreement will shall terminate without liability to on the part of any nondefaulting non-defaulting Underwriter or the Company. In any such case either you or the event of a default by any Underwriter as set forth in this Section 7, Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such period, not exceeding longer than seven days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and Statement, in the Final Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. Nothing contained If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any nondefaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities set forth opposite the names of all the remaining Underwriters or in such other proportion as [—] may specify in accordance with the [—] Among Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Company or the CompanyAdviser. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Company, purchases Securities which a defaulting Underwriter agreed, but failed or refused, to purchase.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyFlextronics. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Flextronics and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Company, the Adviser or the CompanyAdministrator. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure the Representatives may in their discretion arrange for the Underwriters or another party or other parties to purchase shall constitute a such Certificates on the terms contained herein. If within 36 hours’ after such default in by any Underwriter the performance Representatives do not arrange for the purchase of its or their obligations under this Agreementsuch Certificates, the remaining nondefaulting Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Certificates set forth opposite the names of all the remaining Underwriters) the Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that and in the event that the aggregate amount of Securities Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Certificates set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesCertificates, and if such nondefaulting Underwriters do not purchase all the SecuritiesCertificates, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Note Issuers or the CompanyCompanies. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Note Issuers and the Companies, and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Class A Certificates agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Class A Certificates set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Securities Class A Certificates set forth opposite the names of all the remaining Underwriters) the Securities Class A Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Class A Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Class A Certificates set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesClass A Certificates, and if such nondefaulting Underwriters do not purchase all the SecuritiesClass A Certificates, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriter, the Trust or the CompanyTransferor. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transferor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyLexar. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Lexar and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Underwritten Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such Underwritten Securities set forth opposite the names of all the remaining Underwriters) the 28 28 Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Underwritten Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Securities, and if such nondefaulting Underwriters do not purchase all the such Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Selling Stockholders or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Normal PPS agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementhereunder, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities Normal PPS set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount number of such Securities Normal PPS set forth opposite the names of all the remaining Underwriters) the Securities Normal PPS which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Securities Normal PPS which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Securities Normal PPS set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Normal PPS; provided further, that if the Securities, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Normal PPS and arrangements for the Securitiespurchase of such Normal PPS satisfactory to the Trust and the Guarantor and the Representative are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter or Underwriter, the CompanyTrust and the Guarantor. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Trust or the Guarantor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyProvidian. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Providian and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions for each of the Debt Securities which such Underwriter failed to purchase which the amount of the Debt Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Debt Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany and the Guarantors. In the event of a default by any Underwriter as set forth in this Section 78, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Company, the Guarantors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Offered Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Offered Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyOfferors. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to either of the Company Offerors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyExodus. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Exodus and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any all of the Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the aggregate liquidation amount of Preferred Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate liquidation amount of such Firm Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date; PROVIDED, HOWEVER, that in the event that the aggregate liquidation amount of Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date shall exceed 10% of the aggregate liquidation amount of all of the Securities set forth in Schedule II heretoPreferred Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Preferred Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Preferred Securities, this Agreement will terminate without liability to any nondefaulting Underwriter non-defaulting Underwriters or the CompanyCompany or the Trust. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or the Trust and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Transition Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Underwriting Agreement, the remaining nondefaulting Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Transition Bonds set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities Transition Bonds set forth opposite the names of all the remaining Underwriters) the Securities Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Transition Bonds set forth in Schedule II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesTransition Bonds, and if such nondefaulting Underwriters do not purchase all the SecuritiesTransition Bonds, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Issuer or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer and the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on either Closing Date, any one or more Underwriters shall fail to purchase and pay for any all of the Preferred Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the aggregate liquidation amount of Preferred Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate liquidation amount of such Firm Securities set forth opposite the names of all the remaining Underwriters) the Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchasepurchase on such Closing Date; provided, however, that in the event that the aggregate liquidation amount of Preferred Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date shall exceed 10% of the aggregate liquidation amount of all of the Securities set forth in Schedule II heretoPreferred Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Preferred Securities, and if such nondefaulting non-defaulting Underwriters do not purchase all the Preferred Securities, this Agreement (or, with respect to the Second Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Securities) will terminate without liability to any nondefaulting Underwriter Underwriters or the CompanyCompany or the Trust. In the event of a default by any Underwriter as set forth in this Section 710, the applicable Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or the Trust and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company; provided that prior to such termination, the Company shall be entitled to a period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the terms contained in this Agreement. In If other persons become obligated or agree to purchase the event Securities of a default by any Underwriter defaulting Underwriter, as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of the Securities agreed to be purchased by Units that such defaulting Underwriter or Underwriters hereunder and such failure are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of the Units that the Underwriters are obligated to purchase on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance proportion that the number of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Firm Units set forth opposite their names its name in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters) Representatives may specify in accordance with the Securities which Agreement Among Underwriters of Citigroup Global Markets Inc. to purchase the Units that such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Securities Units with respect to which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Units that the Securities set forth in Schedule II heretoUnderwriters are obligated to purchase on the Initial Delivery Date and arrangements satisfactory to the Representatives, the remaining Selling Unitholder and the Partnership for the purchase of such Units by one or more non-defaulting Underwriters shall have or other party or parties approved by the right to purchase allRepresentatives, but shall the Selling Unitholder and the Partnership are not be under any obligation to purchase any, of the Securities, and if made within five business days after such nondefaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to on the part of any nondefaulting Underwriter party hereto (other than the defaulting Underwriter). In any such case that does not result in termination of this Agreement, any of the Representatives, the Selling Unitholder or the Company. In Partnership shall have the right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Citigroup Global Markets Inc., to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liabilityany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, if anyfor all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Selling Unitholder and the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to the Company and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 11 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities [Warrants][Units] agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities [Warrants][Units] set forth opposite their names in Schedule II hereto for that particular series of Securities bears bear to the aggregate amount of such Securities [Warrants][Units] set forth opposite the names of all the remaining Underwriters) the Securities [Warrants][Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities [Warrants][Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities [Warrants][Units] set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities[Warrants][Units], and if such nondefaulting Underwriters do not purchase all the Securities[Warrants][Units], this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II I-A hereto for that particular series of Securities bears to the aggregate amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I-A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any the nondefaulting Underwriter Underwriters, the Forward Sellers, the Forward Counterparties or the Company. In any such case the event of a default by any Underwriter as set forth in this Section 7nondefaulting Underwriters, the Company or each Forward Seller shall have the right to postpone the Closing Date shall be postponed or the relevant Date of Delivery, as the case may be, but in no event for such period, not exceeding longer than seven days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements arrangement may be effected. Nothing contained in this Agreement shall relieve any a defaulting Underwriter of its liability, if any, to the Company and any the nondefaulting Underwriter Underwriters for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of the Securities agreed to be purchased by Units that such defaulting Underwriter or Underwriters hereunder and such failure are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of the Units that the Underwriters are obligated to purchase on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance proportion that the number of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Firm Units set forth opposite their names its name in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the remaining Underwriters) Representatives may specify in accordance with the Securities which Agreement Among Underwriters of Citigroup Global Markets Inc. to purchase the Units that such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Securities Units with respect to which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Units that the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right are obligated to purchase all, but shall on the Initial Delivery Date and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Units by one or more non-defaulting Underwriters or other party or parties approved by the Representatives and the Partnership are not be under any obligation to purchase any, of the Securities, and if made within five business days after such nondefaulting Underwriters do not purchase all the Securitiesdefault, this Agreement will terminate without liability to on the part of any nondefaulting Underwriter party hereto (other than the defaulting Underwriter). In any such case that does not result in termination of this Agreement, either the Representatives or the Company. In Partnership shall have the right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 7, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Representatives shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Citigroup Global Markets Inc., to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liabilityany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, if anyfor all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to the Company and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 9 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. (i) If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; (ii) provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyIssuers. In the event of a default by any Underwriter as set forth in clause (ii) of this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and Issuers shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Issuers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Subordinated Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Subordinated Notes set forth opposite their names in Schedule II III hereto for that particular series of Securities bears to the aggregate principal amount of such Securities Subordinated Notes set forth opposite the names of all the remaining Underwriters) the Securities Subordinated Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Subordinated Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Subordinated Notes set forth in Schedule II III hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSubordinated Notes, and if such nondefaulting Underwriters do not purchase all the SecuritiesSubordinated Notes, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 711, the Closing Settlement Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Selling Securityholder, the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Designated Securities set forth opposite their names in Schedule II hereto for that particular series the appropriate schedule of Securities the Underwriting Agreement bears to the aggregate amount of such Designated Securities set forth opposite the names of all the remaining Underwriters) the Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Designated Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Designated Securities set forth in Schedule II heretothe appropriate schedule of the Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Designated Securities, and if such nondefaulting Underwriters do not purchase all the Designated Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCovad. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Representative or Underwriters, as the case may be, shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Covad and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Class A Notes agreed to be purchased by such Underwriter or Underwriters hereunder on the Closing Date and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Class A Notes set forth opposite their names in Schedule II I with respect to the Closing Date hereto for that particular series of Securities bears to the aggregate amount of such Securities Class A Notes set forth opposite the names of all the remaining Underwriters) the Securities Class A Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Class A Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities Class A Notes set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesClass A Notes, and if such nondefaulting Underwriters do not purchase all the SecuritiesClass A Notes, this Agreement the obligations will terminate without liability to of any nondefaulting Underwriter Underwriter, the Issuer, or the Companyany HSBC Entity. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Transferor, HSBC Finance, and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters ------------------------- shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series all the Offered Security of Securities bears to the aggregate amount of such Securities various Classes set forth opposite the names name of all the remaining Underwriters) the Offered Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Offered Securities set forth in Schedule II heretothe Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not no purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and to any nondefaulting Underwriter for damages occasioned by its default defaulting hereunder. If this Agreement shall be terminated by the Underwriters, or any of them, because of the failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, or if for any reason the Company shall reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of- pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the CompanyCompany other than as set forth in the last sentence of Section 11. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities Shares set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate principal amount of such Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Shares set forth in Schedule II I hereto, the remaining Company shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the nondefaulting Underwriter or Underwriters shall have the right to purchase allno less than the amount of such unpurchased Shares that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, but however, the Company shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the principal amount of such unpurchased Shares exceeds 10% of the Securitiesprincipal amount of such Shares to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Underwriters, the Company and its counsel shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities Series 99 Bonds or the Series 100 Bonds, as the case may be, agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities the Series 99 Bonds or the Series 100 Bonds, as the case may be, set forth opposite their names in Schedule II hereto for that particular series of Securities bears to the aggregate amount of such Securities the Series 99 Bonds or the Series 100 Bonds, as applicable, set forth opposite the names of all the remaining Underwriters) the Securities Series 99 Bonds or the Series 100 Bonds, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase; , provided, however, that in the event that the aggregate principal amount of Securities Series 99 Bonds or the Series 100 Bonds, as the case may be, which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Securities Series 99 Bonds or the Series 100 Bonds, as applicable, set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesSeries 99 Bonds or the Series 100 Bonds, as the case may be, and if such nondefaulting Underwriters do not purchase all the SecuritiesSeries 99 Bonds or the Series 100 Bonds, as applicable, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 79, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount number of such Securities set forth opposite the names of all the remaining UnderwritersUnderwriters or in such other proportion as [-] may specify in accordance with the [-]) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount number of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Underwriter, the Fund or the CompanyAdviser. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company Fund and any nondefaulting Underwriter for damages occasioned by its default hereunder. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Fund, purchases Securities which a defaulting Underwriter agreed, but failed or refused, to purchase.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters of that series of Securities Underwriters, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions which that the amount of the Securities set forth opposite their names in Schedule II I hereto for that particular series of Securities bears to the aggregate amount of such the Securities set forth opposite the names of all the remaining Underwriters, as applicable) the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of the Securities which that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Securities set forth in Schedule II I hereto, the remaining Underwriters Issuer shall have be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the right non-defaulting Underwriters, as the case may be, to purchase allno less than the amount of such unpurchased Securities that exceeds 10% of the amount thereof upon such terms herein set forth. If, but however, the Issuer shall not be under any obligation to purchase any, have completed such arrangements within 72 hours after such default and the amount of unpurchased Securities exceeds 10% of the Securitiesamount of such Securities to be purchased on such date, and if such nondefaulting Underwriters do not purchase all the Securities, then this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter or the CompanyIssuer. In the event of a default by any Underwriter as set forth in this Section 710, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as to effect any changes that in the opinion of counsel for the Issuer or counsel for the Representatives shall determine in order that the required changes are necessary in the Registration Statement and the Final Prospectus Statement, Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and Issuer or any nondefaulting Underwriter for damages occasioned by its default hereunder.