Common use of Default by One or More of the Underwriters Clause in Contracts

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in an offering of Certificates shall fail at the applicable Closing Time to purchase the Certificates which it or they are obligated to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall arrange for you or another party or other parties to purchase the Defaulted Certificates upon the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted Certificates, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates on the terms contained herein. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted Certificates, or the Company notifies you that it has so arranged for the purchase of such Defaulted Certificates, you or the Company shall have the right to postpone the Closing Time for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in an offering of Certificates shall fail at the applicable Closing Time to purchase the Certificates which it or they are obligated to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted Certificates, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates on the terms contained herein. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted Certificates, or the Company notifies you that it has so arranged for the purchase of such Defaulted Certificates, you or the Company shall have the right to postpone the Closing Time for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "

Default by One or More of the Underwriters. (a) If one any Underwriter or more of the Underwriters participating shall default in an offering of Certificates shall fail at the applicable Closing Time its or their obligation to purchase the Certificates Designated Securities which it or they are obligated have agreed to purchase hereunder and under the applicable Terms pursuant to this Agreement (the "“Defaulted Certificates"Designated Securities”), then such of you as are named therein shall the Representative(s) may in its or their discretion arrange for you itself or themselves or another party or other parties satisfactory to the Company to purchase the such Defaulted Certificates upon Designated Securities on the terms contained hereinin this Agreement. If within thirty-six 36 hours after such default by any Underwriter you the Representative(s) does not or do not arrange for the purchase of such Defaulted CertificatesDesignated Securities, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you the Representative(s) to purchase such Defaulted Certificates Designated Securities on the terms contained hereinsuch terms. In the event that, within the respective prescribed periodsperiod, you the Representative(s) notify the Company that you it or they have so arranged for the purchase of such Defaulted CertificatesDesignated Securities, or the Company notifies you the Representative(s) that it has so arranged for the purchase of such Defaulted CertificatesDesignated Securities, you the Representative(s) or the Company shall have the right to postpone the Closing Time Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees and the Guarantor agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your the opinion of the Representative(s) may thereby be made reasonably necessary. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Notes, which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Notes, on the terms contained herein. If within thirtytwenty-six four hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company shall be entitled to a further period of thirtytwenty-six four hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Notes which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Corporation that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company Corporation shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company Corporation agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Preferred Securities which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Preferred Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesPreferred Securities, then the Company Trust and the Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Preferred Securities on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Trust and the Corporation that you have so arranged for the purchase of such Defaulted CertificatesPreferred Securities, or the Company Trust or the Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesPreferred Securities, you you, the Trust or the Company Corporation shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees Trust and the Corporation agree to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Preferred Securities.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates number of Shares which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")on such Time of Delivery, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesShares, then the Company Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Corporation that you have so arranged for the purchase of such Defaulted CertificatesShares, or the Company Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesShares, you or the Company Corporation shall have the right to postpone the Closing such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company Corporation agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Bonds which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Bonds, as applicable, on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesBonds, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Bonds on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesBonds, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesBonds, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Bonds which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Bonds on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesBonds, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Bonds on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesBonds, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesBonds, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Shares which it or they are obligated has agreed to purchase hereunder and under this Agreement, the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall non-defaulting Underwriters may in their discretion arrange for you themselves or another party or other parties to purchase the Defaulted Certificates upon such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you the non-defaulting Underwriters do not arrange for the purchase of such Defaulted CertificatesShares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the non-defaulting Underwriters to purchase such Defaulted Certificates Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periodsperiod, you the non-defaulting Underwriters notify the Company that you they have so arranged for the purchase of such Defaulted CertificatesShares, or the Company notifies you the non-defaulting Underwriters that it has so arranged for the purchase of such Defaulted CertificatesShares, you the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Time Date for such Shares for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the ProspectusProspectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your the opinion of the non-defaulting Underwriters may thereby be made reasonably necessary. The term ".

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Bonds which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Bonds on the terms contained herein. If within thirtytwenty-six four hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesBonds, then the Company shall be entitled to a further period of thirtytwenty-six four hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Bonds on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesBonds, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesBonds, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Bonds which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Bonds on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesBonds, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Bonds on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesBonds, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesBonds, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in an offering of Certificates shall fail at the applicable Closing Time to purchase the Certificates which it or they are obligated to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall arrange for you or another party or other parties to purchase the Defaulted Certificates upon the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted Certificates, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates on the terms contained herein. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted Certificates, or the Company notifies you that it has so arranged for the purchase of such Defaulted Certificates, you or the Company shall have the right to postpone the Closing Time for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "and

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in an offering of Certificates shall fail at the applicable Closing Time to purchase the Certificates Securities which it or they are obligated to purchase hereunder and under the applicable Terms this Agreement (the "“Defaulted Certificates"Securities”), then the Lead Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriter reasonably acceptable to the Company and the Lead Representatives, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Lead Representatives shall not have completed such arrangements within such 24-hour period, then, if the number of you as are named therein Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall arrange for you or another party or other parties be obligated, severally and not jointly, to purchase the Defaulted Certificates upon full amount thereof in the terms contained hereinproportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters. If within thirty-six hours after such default by No action taken pursuant to this Section shall relieve any defaulting Underwriter you do not arrange for the purchase from liability in respect of such Defaulted Certificates, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates on the terms contained hereinits default. In the event thatof any such default which does not result in a termination of this Agreement, within either the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted Certificates, or the Company notifies you that it has so arranged for the purchase of such Defaulted Certificates, you Lead Representatives or the Company shall have the right to postpone the Closing Time for a period of not more than exceeding seven days, days in order to effect whatever any required changes may thereby be made necessary in the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees to file promptly term “Underwriter” includes any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "person substituted for a Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one any Underwriter or more of the Underwriters participating shall default in an offering of Certificates shall fail at the applicable Closing Time its or their obligation to purchase the Certificates Designated Securities which it or they are obligated have agreed to purchase hereunder and under the applicable Terms pursuant to this Agreement (the "“Defaulted Certificates"Designated Securities”), then such of you as are named therein shall the Representative(s) may in its or their discretion arrange for you itself or themselves or another party or other parties satisfactory to the Company to purchase the such Defaulted Certificates upon Designated Securities on the terms contained hereinin this Agreement. If within thirty-six 36 hours after such default by any Underwriter you the Representative(s) does not or do not arrange for the purchase of such Defaulted CertificatesDesignated Securities, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you the Representative(s) to purchase such Defaulted Certificates Designated Securities on the terms contained hereinsuch terms. In the event that, within the respective prescribed periodsperiod, you the Representative(s) notify the Company that you it or they have so arranged for the purchase of such Defaulted CertificatesDesignated Securities, or the Company notifies you the Representative(s) that it has so arranged for the purchase of such Defaulted CertificatesDesignated Securities, you the Representative(s) or the Company shall have the right to postpone the Closing Time Date for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees and the Guarantor agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your the opinion of the Representative(s) may thereby be made reasonably necessary. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 15 with like effect as if such person had originally been a party to this Agreement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Debentures which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Debentures on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesDebentures, then the Company Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Debentures on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Corporation that you have so arranged for the purchase of such Defaulted CertificatesDebentures, or the Company Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesDebentures, you or the Company Corporation shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company Corporation agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Debentures.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Securities which it or they are obligated has agreed to purchase hereunder and under this Agreement, the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall Representatives may in their discretion arrange for you themselves or another party or other parties to purchase the Defaulted Certificates upon such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you the Representatives do not arrange for the purchase of such Defaulted CertificatesSecurities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase such Defaulted Certificates Securities on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you the Representatives notify the Company that you have they has so arranged for the purchase of such Defaulted CertificatesSecurities, or the Company notifies you the Representatives that it has so arranged for the purchase of such Defaulted CertificatesSecurities, you the Representatives or the Company shall have the right to postpone the Closing Time for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your the opinion of the Representatives may thereby be made reasonably necessary. The term "“Underwriter” as used in the Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates which Firm Shares that it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")hereunder, then such of you as are named therein shall may in your discretion arrange for you or you, another party party, or other parties to purchase the Defaulted Certificates upon such Firm Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesFirm Shares, then the Company or the Selling Stockholders shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Firm Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholders that you have so arranged for the purchase of such Defaulted CertificatesFirm Shares, or the Company or the Selling Stockholders notifies you that it has so arranged for the purchase of such Defaulted CertificatesFirm Shares, you or the Company or the Selling Stockholders shall have the right to postpone the Closing Time for a period of not more than seven days, days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Bonds which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Bonds, as applicable, on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesBonds, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Bonds on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesBonds, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesBonds, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

Default by One or More of the Underwriters. (a) a. If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Firm Securities or Optional Securities which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Pricing Agreement (relating to such Securities, the "Defaulted Certificates"), then such of you as are named therein shall Representatives may in their discretion arrange for you themselves or another party or other parties to purchase the Defaulted Certificates upon such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you the Representatives do not arrange for the purchase of such Defaulted CertificatesFirm Securities or Optional Securities, as the case may be, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase such Defaulted Certificates Securities on the terms contained hereinsuch terms. In the event that, within the respective prescribed periodsperiod, you the Representatives notify the Company that you they have so arranged for the purchase of such Defaulted CertificatesSecurities, or the Company notifies you the Representatives that it has so arranged for the purchase of such Defaulted CertificatesSecurities, you the Representatives or the Company shall have the right to postpone the Closing a Time of Delivery for such Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the ProspectusProspectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your the opinion of the Representatives may thereby be made reasonably necessary. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates ADSs which it or they are obligated has agreed to purchase hereunder and under at a Time of Delivery, the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall Representatives may in its discretion arrange for you the Representatives or another party or other parties to purchase the Defaulted Certificates upon such ADSs on the terms contained herein. If within thirty-six hours after such default by any Underwriter you the Representatives do not arrange for the purchase of such Defaulted CertificatesADSs, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase such Defaulted Certificates ADSs on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you the Representatives notify the Company that you the Representatives have so arranged for the purchase of such Defaulted CertificatesADSs, or the Company notifies you the Representatives that it has so arranged for the purchase of such Defaulted CertificatesADSs, you or the Company shall have the right to postpone the Closing such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the ADS Registration Statement, the Time of Sale Prospectus, the Prospectus or the ProspectusJapanese Disclosure Documents, or in any other documents or arrangements, and the Company agrees to prepare and file promptly any amendments to the Registration Statement Statement, the ADS Registration Statement, the Time of Sale Prospectus, the Prospectus or the Prospectus Japanese Disclosure Documents, which in your the opinion of the Representatives may thereby be made reasonably necessary. The term "UNDERWRITER" as used in this Agreement shall include any person substituted under this Section 9 with like effect as if such person had originally been a party to this Agreement with respect to such ADSs.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates which Preferred Securities that it or they are obligated has agreed to purchase hereunder and under this Agreement, the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall non-defaulting Underwriters may in their discretion arrange for you themselves or another party or other parties to purchase the Defaulted Certificates upon such Preferred Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you the non-defaulting Underwriters do not arrange for the purchase of such Defaulted CertificatesPreferred Securities, then the Company Offerors shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the non-defaulting Underwriters to purchase such Defaulted Certificates Preferred Securities on the terms contained hereinsuch terms. In the event that, within the respective prescribed periodsperiod, you the non-defaulting Underwriters notify the Company Offerors that you they have so arranged for the purchase of such Defaulted CertificatesPreferred Securities, or the Company notifies you Offerors notify the non-defaulting Underwriters that it has they have so arranged for the purchase of such Defaulted CertificatesPreferred Securities, you the non-defaulting Underwriters or the Company Offerors shall have the right to postpone the Closing Time for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the ProspectusProspectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees Offerors agree to file promptly any amendments or supplements to the Registration Statement or the Prospectus which that in your the opinion of the non-defaulting Underwriters may thereby be made reasonably necessary. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 7 with like effect as if such person had originally been a party to this Agreement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates number of Shares which it or they are obligated has agreed to purchase hereunder and under at the applicable Terms Agreement (the "Defaulted Certificates")Time of Delivery, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Shares on the terms contained herein. If within thirtytwenty-six four hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesShares, then the Company Corporation shall be entitled to a further period of thirtytwenty-six four hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Corporation that you have so arranged for the purchase of such Defaulted CertificatesShares, or the Company Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesShares, you or the Company Corporation shall have the right to postpone the Closing Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company Corporation agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates ADSs which it or they are obligated has agreed to purchase hereunder and under at a Time of Delivery, the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall Representatives may in its discretion arrange for you the Representatives or another party or other parties to purchase the Defaulted Certificates upon such ADSs on the terms contained herein. If within thirty-six hours after such default by any Underwriter you the Representatives do not arrange for the purchase of such Defaulted CertificatesADSs, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase such Defaulted Certificates ADSs on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you the Representatives notify the Company that you the Representatives have so arranged for the purchase of such Defaulted CertificatesADSs, or the Company notifies you notify the Representatives that it has they have so arranged for the purchase of such Defaulted CertificatesADSs, you or the Company shall have the right to postpone the Closing such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the ADS Registration Statement, the Time of Sale Prospectus, the Prospectus, or in any other documents or arrangements, and the Company agrees to prepare and file promptly any amendments to the Registration Statement Statement, the ADS Registration Statement, the Time of Sale Prospectus, or the Prospectus Prospectus, which in your the opinion of the Representatives may thereby be made reasonably necessary. The term "“

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Notes which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Notes on the terms contained herein. If within thirtytwenty-six four hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company Corporation shall be entitled to a further period of thirtytwenty-six four hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Corporation that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company Corporation shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company Corporation agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Shares which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")at a Time of Delivery, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesShares, then the Company Selling Stockholders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Selling Stockholders that you have so arranged for the purchase of such Defaulted CertificatesShares, or the Company notifies Selling Stockholders notify you that it has they have so arranged for the purchase of such Defaulted CertificatesShares, you or the Company Selling Stockholders shall have the right to postpone the Closing such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Firm Shares which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")hereunder, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Firm Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesFirm Shares, then the Company or the Selling Shareholders shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Firm Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Shareholders that you have so arranged for the purchase of such Defaulted CertificatesFirm Shares, or the Company or the Selling Shareholders notifies you that it has so arranged for the purchase of such Defaulted CertificatesFirm Shares, you or the Company or the Selling Shareholders shall have the right to postpone the Closing Time for a period of not more than seven days, days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term ".

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in an offering of Certificates shall fail at the applicable Closing Time or a Date of Delivery to purchase the Certificates Securities which it or they are obligated to purchase hereunder and under the applicable Terms this Agreement (the "“Defaulted Certificates"Securities”), then such the Representative shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of you as are named therein shall arrange for you the non-defaulting Underwriters, or another party or any other parties underwriters, to purchase all, but not less than all, of the Defaulted Certificates Securities in such amounts as may be agreed upon and upon the terms contained herein. If herein set forth; if, however, the Representative shall not have completed such arrangements within thirtysuch 24-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted Certificateshour period, then the Company this Agreement shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates terminate without liability on the terms contained hereinpart of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event thatof any such default which does not result in a termination of this Agreement, within or, in the respective prescribed periodscase of a Date of Delivery which is after the Closing Time, you notify which does not result in a termination of the obligation of the Underwriters to purchase and the Company that you have so arranged for to sell the purchase of such Defaulted Certificatesrelevant Option Securities, as the case may be, either (i) the Representative or the Company notifies you that it has so arranged for the purchase of such Defaulted Certificates, you or (ii) the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period of not more than exceeding seven days, days in order to effect whatever any required changes may thereby be made necessary in the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees to file promptly term “Underwriter” includes any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in an offering of Certificates shall fail at on the applicable Closing Time Date to purchase the Certificates which Preferred Securities that it or they are obligated to purchase hereunder and under the applicable Terms this Agreement (the "Defaulted CertificatesSecurities"), then such the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one or more of you as are named therein shall arrange for you the non-defaulting Underwriters, or another party or any other parties underwriters, to purchase all, but not less than all, of the Defaulted Certificates Securities in such amounts as may be agreed upon and upon the terms contained herein. If herein set forth; if, however, the Representatives shall not have completed such arrangements within thirtysuch 36-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted Certificateshour period, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase such Defaulted Certificates Securities on the terms contained hereinsuch terms. In the event thatIf, within the respective prescribed periodsperiod, you the Representatives notify the Company that you they have so arranged for the purchase of such Defaulted CertificatesSecurities, or the Company notifies you the Representatives that it has so arranged for the purchase of such Defaulted CertificatesSecurities, you the Representatives or the Company shall have the right to postpone the Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the ProspectusProspectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to promptly file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your the opinion of the Representatives may thereby be made reasonably necessary. The term ".

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates ADSs which it or they are obligated has agreed to purchase hereunder and under at a Time of Delivery, the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall Representatives may in its discretion arrange for you the Representatives or another party or other parties to purchase the Defaulted Certificates upon such ADSs on the terms contained herein. If within thirty-six hours after such default by any Underwriter you the Representatives do not arrange for the purchase of such Defaulted CertificatesADSs, then the Company Selling Shareholders shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase such Defaulted Certificates ADSs on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you the Representatives notify the Company and the Selling Shareholders that you the Representatives have so arranged for the purchase of such Defaulted CertificatesADSs, or the Company notifies you Selling Shareholders notify the Representatives that it has they have so arranged for the purchase of such Defaulted CertificatesADSs, you the Company or the Company Selling Shareholders shall have the right to postpone the Closing such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the ADS Registration Statement, the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement, the ADS Registration Statement or the Prospectus which in your the opinion of the Representatives may thereby be made reasonably necessary. The term "“

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Notes which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Notes on the terms contained herein. If within thirtytwenty-six four hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company shall be entitled to a further period of thirtytwenty-six four hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Bonds which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Bonds on the terms contained herein. If within thirtytwenty-six four hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesBonds, then the Company shall be entitled to a further period of thirtytwenty-six four hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Bonds on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesBonds, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesBonds, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in an offering of Certificates Securities shall fail at the applicable Closing Time to purchase the Certificates Securities which it or they are obligated to purchase hereunder and under the applicable Terms Agreement (the "“Defaulted Certificates"Securities”), then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates Securities upon the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesSecurities, then the Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Securities on the terms contained herein. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesSecurities, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesSecurities, you or the Company shall have the right to postpone the Closing Time for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "“Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section with like effect as if such person had originally been party to this Underwriting Agreement with respect to the Security.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in an offering of Certificates shall fail at the applicable Closing Time to purchase the Certificates which it or they are obligated to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall arrange for you or another party or other parties to purchase the Defaulted Certificates upon the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted Certificates, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates on the terms contained herein. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted Certificates, or the Company notifies you that it has so arranged for the purchase of such Defaulted Certificates, you or the Company shall have the right to postpone the Closing Time for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates which Securities that it or they are obligated has agreed to purchase hereunder and under at the applicable Terms Agreement (Time of Delivery, the "Defaulted Certificates"), then such of you as are named therein shall Representative may in its discretion arrange for you the Representative or another party or other parties to purchase the Defaulted Certificates upon such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do the Representative does not arrange for the purchase of such Defaulted CertificatesSecurities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representative to purchase such Defaulted Certificates Securities on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Representative notifies the Company that you have the Representative has so arranged for the purchase of such Defaulted CertificatesSecurities, or the Company notifies you the Representative that it has so arranged for the purchase of such Defaulted CertificatesSecurities, you the Representative or the Company shall have the right to postpone the Closing Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your the opinion of the Representative may thereby be made reasonably necessary. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Bonds, which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Bonds, on the terms contained herein. If within thirtytwenty-six four hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesBonds, then the Company shall be entitled to a further period of thirtytwenty-six four hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Bonds on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesBonds, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesBonds, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Bonds.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Notes, which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")hereunder, then such of you as are named therein shall may in your discretion arrange for you or, subject to the approval of the Company in the case of any party or parties other than you, which approval shall not be unreasonably withheld or delayed, another party or other parties to purchase the Defaulted Certificates upon such Notes on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company shall have the right to postpone the Closing Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the 2022 Floating Rate Notes or 2022 Fixed Rate Notes, as applicable, which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such 2022 Floating Rate Notes and/or 2022 Fixed Rate Notes, as applicable, on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Corporation that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company Corporation shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company Corporation agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Firm Shares which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")hereunder, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Firm Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesFirm Shares, then the Company or the Selling Stockholder shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Firm Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Defaulted CertificatesFirm Shares, or the Company or the Selling Stockholder notifies you that it has so arranged for the purchase of such Defaulted CertificatesFirm Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Closing Time for a period of not more than seven days, days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "Underwriter" as used in this Agreement shall include any persons substituted under this Section 12 with like effect as if such person had originally been a party to this Agreement with respect to such Firm Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Firm Shares which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")hereunder, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Firm Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesFirm Shares, then the Company or the Selling Stockholder shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Firm Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Defaulted CertificatesFirm Shares, or the Company or the Selling Stockholder notifies you that it has so arranged for the purchase of such Defaulted CertificatesFirm Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Closing Time for a period of not more than seven days, days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Notes, which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase any or all of the Defaulted Certificates upon Notes, on the terms contained herein. If within thirtytwenty-six four hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company Corporation shall be entitled to a further period of thirtytwenty-six four hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Corporation that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company Corporation shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company Corporation agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates number of Shares which it or they are obligated has agreed to purchase hereunder and under at the applicable Terms Agreement (the "Defaulted Certificates")Time of Delivery, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesShares, then the Company Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company Corporation that you have so arranged for the purchase of such Defaulted CertificatesShares, or the Company Corporation notifies you that it has so arranged for the purchase of such Defaulted CertificatesShares, you or the Company Corporation shall have the right to postpone the Closing Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company Corporation agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase and pay for the Certificates Shares which it or they are obligated has agreed to purchase hereunder and under at the applicable Terms Agreement (Closing Time or a Date of Delivery, the "Defaulted Certificates"), then such of you as are named therein shall Representatives may in their discretion arrange for you themselves or another party or other parties reasonably satisfactory to the Company to purchase the Defaulted Certificates upon such Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter you do Underwriter, the Representatives does not arrange for the purchase of such Defaulted CertificatesShares, then the Company shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you the Representatives to purchase such Defaulted Certificates Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you the Representatives notify the Company that you they have so arranged for the purchase of such Defaulted CertificatesShares, or the Company notifies you the Representatives that it has so arranged for the purchase of such Defaulted CertificatesShares, you the Representatives or the Company shall have the right to postpone the Closing Time or such Date of Delivery, as the case may be, for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the General Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion the Representatives may thereby determine to be made reasonably necessarynecessary thereby. The term "“Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Underwriting Agreement with respect to such Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates which Firm Shares that it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")hereunder, then such of you as are named therein shall may in your discretion arrange for you or you, another party party, or other parties to purchase the Defaulted Certificates upon such Firm Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesFirm Shares, then the Company or the Selling Stockholders shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Firm Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholders that you have so arranged for the purchase of such Defaulted CertificatesFirm Shares, or the Company or the Selling Stockholders notifies you that it has so arranged for the purchase of such Defaulted CertificatesFirm Shares, you or the Company or the Selling Stockholders shall have the right to postpone the Closing Time for a period of not more than seven days, days in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Disclosure Package, or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Disclosure Package, or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "“Underwriter” as used in this Agreement shall include any persons substituted under this Section 12 with like effect as if such person had originally been a party to this Agreement with respect to such Firm Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Securities which it or they are obligated has agreed to purchase hereunder and under this Agreement, the applicable Terms Agreement (the "Defaulted Certificates"), then such of you as are named therein shall Representative may in its discretion arrange for you itself or another party or other parties to purchase the Defaulted Certificates upon such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do the Representative does not arrange for the purchase of such Defaulted CertificatesSecurities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you the Representative to purchase such Defaulted Certificates Securities on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Representative notifies the Company that you have so arranged for the purchase of such Defaulted Certificates, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesSecurities, you or the Company notifies the Representative that it has so arranged for the purchase of such Securities, the Representative or the Company shall have the right to postpone the Closing Time for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your the opinion of the Representative may thereby be made reasonably necessary. The term "

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Firm Shares which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")hereunder, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Firm Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesFirm Shares, then the Company or the Selling Stockholders shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Firm Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholders that you have so arranged for the purchase of such Defaulted CertificatesFirm Shares, or the Company or the Selling Stockholders notifies you that it has so arranged for the purchase of such Defaulted CertificatesFirm Shares, you or the Company or the Selling Stockholders shall have the right to postpone the Closing Time for a period of not more than seven days, days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "Underwriter" as used in this Agreement shall include any persons substituted under this Section 12 with like effect as if such person had originally been a party to this Agreement with respect to such Firm Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Firm Shares which it or they are obligated has agreed to purchase hereunder and under the applicable Terms Agreement (the "Defaulted Certificates")hereunder, then such of you as are named therein shall use your best efforts to arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Firm Shares on the terms contained herein. If within thirty-six 36 hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesFirm Shares, then the Company or the Selling Shareholders shall be entitled to a further period of thirty-six 36 hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Firm Shares on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Shareholders that you have so arranged for the purchase of such Defaulted CertificatesFirm Shares, or the Company or the Selling Shareholders notifies you that it has so arranged for the purchase of such Defaulted CertificatesFirm Shares, you or the Company or the Selling Shareholders shall have the right to postpone the Closing Time Date for a period of not more than seven days, days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your opinion may thereby be made reasonably necessary. The term "

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates Notes which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in an offering of Certificates shall fail at the applicable Closing Time its obligation to purchase the Certificates principal amount of the Notes, which it or they are obligated has agreed to purchase hereunder and under on the applicable Terms Agreement (the "Defaulted Certificates")Closing Date, then such of you as are named therein shall may in your discretion arrange for you or another party or other parties to purchase the Defaulted Certificates upon such Notes, on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Defaulted CertificatesNotes, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Defaulted Certificates Notes on the terms contained hereinsuch terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Defaulted CertificatesNotes, or the Company notifies you that it has so arranged for the purchase of such Defaulted CertificatesNotes, you or the Company shall have the right to postpone the such Closing Time Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments to the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus which in your opinion may thereby be made reasonably necessaryrequired. The term "“Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes.