Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
U.S. Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other written statements of the Company and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated or this Agreement is otherwise terminated because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement (other than by reason of a default by any of the Underwriters, including pursuant to Section 7), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.
10. Notices. All communications hereunder will be in writing and, if sent to the Underwriters will be mailed or delivered and confirmed to the Representatives, c/o BBVA Securities Inc., 1345 Avenue of the Americas, 44th Floor, New York, New York 10105, Attention: US Debt Capital Markets, Facsimile: (212) 262-5868; BofA Securities, Inc., 1540 Broadway, NY8-540-26-02, New York, NY 10036-4039, Attention: High Grade Debt Capital Markets Transaction Management/Legal, Fax: 212 ###-###-####; Commerz Markets LLC, 225 Liberty Street, 32nd Floor, New York, New York 10281, Attention: Syndicate Desk, Toll Free: 1 ###-###-####; Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005, Attention: Debt Capital Markets Syndicate, with a copy to General Counsel, fax: (646) 374-1071; Lloyds Securities Inc., 1095 Avenue of the Americas, 34th Floor, New York, NY 10036, Attention: US Bond Syndicate, Facsimile: (212) 472-2882; and RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Transaction Management, Fax: 212 ###-###-####, with a copy to Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York, 10017, Attention: John G. Crowley, Esq. (Facsimile: (212) 450-6131); or, if sent to the Company, will be mailed or delivered and confirmed to it at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, Attention: Secretary, with a copy (which shall not constitute notice) to Latham & Watkins LLP, 555 Eleventh St., NW, Washington, District of Columbia 20004, Attention: Patrick Shannon, Esq. and Brandon J. Bortner, Esq. (Facsimile: (202) 637-2201); provided, however, that any notice to an Underwriter pursuant to Section 6 will be mailed, delivered or telegraphed and confirmed to such Underwriter.
11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and any other person expressly entitled to indemnification hereunder and their respective successors and the controlling persons referred to in Section 6, and no other person will have any right or obligation hereunder.
12. Representation of Underwriters. You will act for the several Underwriters in connection with this purchase, and any action under this Agreement taken by you jointly or by the Representatives will be binding upon all the Underwriters.