Common use of Underwriter Default Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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