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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) In the event of any such default which does not result in a termination of this Agreement either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour 24‑hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such dateSecurities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, ; or (ii) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such dateSecurities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, the Underwriters or the Company Representatives shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Underwriters Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If If, on the Closing Date, any one or more of the Underwriters shall fail at Closing Time or refuse to purchase the Securities which Notes that it or they are obligated have agreed to purchase under this Agreement (Agreement, and the “Defaulted Securities”)aggregate principal amount of Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of Notes to be purchased on the Closing Date, the other Underwriters shall have be obligated, severally, in the rightproportions that the aggregate principal amount of Notes set forth opposite their respective names on Exhibit A hereto bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, within 24 hours thereafter, to make arrangements for one or more in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, or any other underwriters, to purchase allthe Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, but not less than allon the Closing Date, any one or more of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed fail or refuse to purchase Notes and the aggregate principal amount of Notes with respect to which such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed default occurs exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear arrangements satisfactory to the underwriting obligations Representatives and the Company for the purchase of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateNotes are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) No action taken pursuant party to this any other party except that the provisions of Section 10 4, Section 6, Section 7, Section 8, Section 9 and Section 13 shall relieve any defaulting Underwriter from liability in respect of its default. (c) at all times be effective and shall survive such termination. In the event of any such default which does not result in a termination of this Agreement case either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time Date, but in no event for a period not exceeding longer than seven (7) days in order that the required changes, if any, to effect any required changes in the Registration Statement and the Prospectus or Prospectus Supplement or in any other documents or arrangementsarrangements may be effected. As used hereinin this Agreement, the term “Underwriter” includes shall be deemed to include any person substituted for an a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities Notes which it is, or they are are, obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, underwriter(s) to purchase all, but not less than all, of the Defaulted Securities Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters non-defaulting Underwriter shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company Operating Partnership shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the preliminary prospectus supplement or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the rightright (and, as provided in Section 12(a) below, the obligation), within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 12 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which that does not result in a termination of this Agreement Agreement, either (i) the Underwriters Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1012.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters approved by the Company, 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. If, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5 and except that Sections 2, 7, 8 and 9 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at on the Closing Time Date to purchase the Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”), the Underwriters you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, 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 forthforth in this Agreement; if, however, the Underwriters shall you have not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder purchase obligation proportions bear to the underwriting purchase obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which that does not result in a termination of this Agreement Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters approved by the Company, 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. If, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5 hereof and except that Sections 2, 7, 8 and 9 hereof shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) Underwriter or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to the extent such delay is necessary to effect any required changes in the Registration Statement Statement, the U.S. Prospectus or the Canadian Prospectus Supplement or in any other documents or arrangementsmaterial documents. As used herein, the term “Underwriter” includes any 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 the public offering of the Offered Certificates shall fail at the Closing Time to purchase the Securities Offered Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesOffered Certificates”), then such of the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Offered Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Underwriters shall you have not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Offered Certificates does not exceed 10% of the number aggregate principal amount of Securities the Offered Certificates to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities Offered Certificates exceeds 10% of the number aggregate principal amount of Securities the Offered Certificates to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter. (b) Underwriters. No action taken pursuant to this Section 10 13 shall relieve any defaulting Underwriter from any liability in with respect to any default of its default. (c) such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriters as set forth in a termination of this Agreement Section 13, either the Underwriters you or the Company Depositor shall have the right to postpone the Closing Time for a period not exceeding seven five (75) days Business Days in order to effect that any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Underwriters then you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters you shall not have completed such arrangements within such 24-hour period, then: (ia) if the total number of Defaulted Securities does not exceed 10% of the total number of Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, each of the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the total number of Defaulted Securities exceeds 10% of the total number of Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, this the applicable Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) default under this Agreement and the applicable Terms Agreement. In the event of any such default which does not result in a termination of this Agreement the applicable Terms Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at on the Closing Time Date to purchase the Securities which Senior Notes that it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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. If, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number principal amount of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such dateSenior Notes, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateSenior Notes, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Final Supplemented Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Underwriters then you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters you shall not have completed such arrangements within such 24-hour period, then: (i) : if the total number of Defaulted Securities does not exceed 10% of the total number of Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, each of the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) or if the total number of Defaulted Securities exceeds 10% of the total number of Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, this the applicable Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) default under this Agreement and the applicable Terms Agreement. In the event of any such default which does not result in a termination of this Agreement the applicable Terms Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time Date or the Additional Closing Date, as the case may be, to purchase the Securities which Shares that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted SecuritiesShares”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of the such Defaulted Securities Shares, in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities Shares does not exceed 10% of the number of Securities Shares to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder under this Agreement bear to the underwriting purchase obligations of all non-defaulting Underwriters, Underwriters of such Defaulted Shares; or (ii) if the number of Defaulted Securities Shares exceeds 10% of the number of Securities Shares to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, any of the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 36 hours thereafter, to make arrangements satisfactory to the Company for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 2436-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, ; or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateSecurities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) , the Company or the Operating Partnership. No action taken pursuant to this Section 10 8 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, the Underwriters or the Company Representatives shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 108.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time Time, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time or to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters reasonably satisfactory to the Company, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities equals or exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 4 hereof and provided further that Sections 1, 6, 7, 8, 9(b), 11, 15 and 16 shall survive such termination and remain in full force and effect. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Underwriters Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less fewer than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Underwriters Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time or to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters reasonably satisfactory to the Company, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities equals or exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 4 hereof and provided further that Sections 1, 6, 7, 8, 9(b), 11, 15 and 16 shall survive such termination and remain in full force and effect. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Underwriters Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail set forth in Schedule A fails at any Closing Time to purchase the Securities Shares which it or they are obligated to purchase under this Agreement at such Closing Time (the “Defaulted SecuritiesShares”), the remaining Underwriter or Underwriters shall set forth in Schedule A (the “Non-Defaulting Underwriters”) will have the right, within 24 36 hours thereafter, to make arrangements for one or more of the nonNon-defaulting Defaulting Underwriters, or any other underwriter or underwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Non-Defaulting Underwriters shall do not have completed complete such arrangements within such 2436-hour period, then: (i) if the number of Defaulted Securities Shares does not exceed 10% one-eleventh of the aggregate number of Securities Shares to be purchased on hereunder at such dateClosing Time, each of the nonNon-defaulting Defaulting Underwriters shall will be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all nonNon-defaulting Defaulting Underwriters, ; or (ii) if the number of Defaulted Securities Shares exceeds 10% one-eleventh of the aggregate number of Securities Shares to be purchased on hereunder at such dateClosing Time, this Agreement shall will terminate with respect to the Shares without liability on the part of any nonNon-defaulting Underwriter. Defaulting Underwriters (b) provided that if such default occurs with respect to Option Shares after the First Closing Time, this Agreement will not terminate as to the Firm Shares or any Option Shares purchased prior to such termination). No action taken pursuant to this Section 10 shall 12(a) will relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement with respect to the Shares, either the Non-Defaulting Underwriters or the Company shall will have the right to postpone the such Closing Time for the Shares for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, Time of Sale Information or Prospectus Supplement or in any other documents or arrangements. . (b) As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1012.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail fails at Closing Time to purchase the Securities Senior Notes which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”Senior Notes"), the Underwriters shall Representatives will have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriter or underwriters, to purchase all, but not less than all, of the Defaulted Securities Senior Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall Representatives do not have completed complete such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities Senior Notes does not exceed 10% of the number aggregate principal amount of Securities the Senior Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall will be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Senior Notes exceeds 10% of the number aggregate principal amount of Securities the Senior Notes to be purchased on such datehereunder, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall will relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall will have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters [Representative[s]][Underwriters] shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters [Representative[s]][Underwriters] or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting purchase obligations hereunder bear to the underwriting purchase obligations of all non-defaulting Underwriters, or. (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representative or the Company Operating Partnership shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “" Underwriter” " includes any 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 shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) In the event of any such default which does not result in a termination of this Agreement either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters approved by the Company, 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. If, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Notes that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased hereunder, then the Company shall be entitled to a further period of 24 hours within which to procure another party or other parties to purchase such Securities on such dateterms; provided, that the non-defaulting Underwriters shall consent to such other party or parties, which consent shall not be unreasonably withheld. If the Company shall not have completed such arrangements within such additional 24-hour period, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) Underwriter(s). No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 48 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters (the “Non-Defaulting Underwriters”), or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 2448-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the nonNon-defaulting Defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all nonNon-defaulting Defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any nonNon-defaulting Defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the (i) Underwriters or (ii) the Company Selling Stockholders shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters reasonably satisfactory to the Company, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Securities which it Shares agreed to be purchased by such Underwriter or they are obligated Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement (the “Defaulted Securities”)Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares set forth opposite their names in Schedule A hereto bears to the aggregate amount of Shares set forth opposite the names of all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares set forth in Schedule A hereto, the remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Shares, and if such amounts as may be agreed upon and upon the terms herein set forth; if, however, the nondefaulting Underwriters shall do not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% purchase all of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateShares, this Agreement shall will terminate without liability on to any nondefaulting Underwriter or the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) Company. In the event of a default by any such default which does not result Underwriter as set forth in a termination of this Agreement either Section 10, the Underwriters or the Company shall have the right to postpone the [relevant] Closing Time shall be postponed for a period such period, not exceeding seven (7) days five Business Days, as the Representatives shall determine in order to effect any that the required changes in the Registration Statement or and the Prospectus Supplement or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and any person substituted nondefaulting Underwriter for an Underwriter under this Section 10damages occasioned by its default hereunder.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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. If, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used hereinin this Agreement, the term “"Underwriter” " includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour 24hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 the public offering of the Underwritten Certificates shall fail at the Closing Time Date to purchase the Securities Underwritten Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesCertificates”), then the non-defaulting Underwriters shall have the right, within 24 hours one Business Day thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Underwriters shall have not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the number aggregate principal amount of Securities the Underwritten Certificates to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the number aggregate principal amount of Securities the Underwritten Certificates to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter. Underwriters; provided, however, that (bunless this Agreement is terminated because of a breach by the Depositor of any covenant or agreement hereunder or the failure of any closing condition set forth in Section 6 (other than the failure of the closing condition set forth in Section 6(h)(i), 6(h)(ii), 6(h)(iii) or 6(h)(v) to be met)) the Underwriters’ obligation to pay the Securitization Fee shall survive the termination of this Agreement and shall remain in full force and effect. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from any liability in with respect to any default of its default. (c) such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 11, each of this Agreement either the Underwriters or non-defaulting Underwriters, the Company Depositor and the Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days five Business Days in order to effect that any required changes in the Registration Statement Statement, the Long Beach Preliminary Prospectus or the Long Beach Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more ------------------------------------------ of the Underwriters shall fail at the First Closing Time Date or at the Second Closing Date to purchase the First Preferred Securities or the Option Preferred Securities, as the case may be, which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the total number of Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting purchasing obligations hereunder bear to the underwriting purchasing obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters or the Company shall have the right to postpone the First Closing Time Date or the Second Closing Date, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at Closing the Time of Payment to purchase the Securities U.S. Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the aggregate number of Securities the U.S. Shares to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of the U.S. Shares constituting Defaulted Securities in the proportions that their respective underwriting obligations of the U.S. Shares hereunder bear to the underwriting obligations of the U.S. Shares of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate number of Securities the U.S. Shares to be purchased on hereunder and arrangements satisfactory to the Underwriters and MUFG for the purchase of such dateU.S. Shares are not made within 36 hours of such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, the Underwriters Representatives or the Company MUFG shall have the right to postpone the Closing Time of Payment for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities Initial Shares which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), the Underwriters then Xxxxxxx Xxxxx shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Xxxxxxx Xxxxx shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities Initial Shares to be purchased on such datedate pursuant hereto, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities Initial Shares to be purchased on such datedate pursuant hereto, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) Underwriter or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Xxxxxxx Xxxxx or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Time, to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (any such Underwriter, the “Defaulted SecuritiesDefaulting Underwriter”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Notes failed to be purchased in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities Notes failed to be purchased by one or more Defaulting Underwriters does not exceed 10% of the number aggregate amount of Securities the Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Notes failed to be purchased by one or more Defaulting Underwriters exceeds 10% of the number aggregate amount of Securities the Notes to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representative or the Company Issuer shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) then if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such datepurchased, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) or if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such datepurchased, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities Notes to be purchased on such dateat the Closing Time, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such dateat the Closing Time, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If there is more than one Underwriter party to this Agreement and if one or more of the such Underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which that does not result in a termination of this Agreement either (i) the Underwriters or (ii) the Company and the Selling Stockholders shall have the right to postpone the Closing Time for a period not exceeding seven (7) business days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in the public offering of the Class A Certificates shall fail at on the Closing Time Date to purchase the Securities Class A Certificates which it or they are is obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Certificates"), then the Underwriters non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwritersit, or any other underwritersunderwriter, to purchase all, but not less than all, of the Defaulted Securities Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Underwriters shall you have not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the number aggregate principal amount of Securities the Class A Certificates to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwritersthereof, or (ii) if the number aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the number aggregate principal amount of Securities the Class A Certificates to be purchased on such datepursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any the non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 12 shall relieve any the defaulting Underwriter from the liability in with respect to any default of its default. (c) such Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriters as set forth in a termination of this Agreement Section 12, either the Underwriters you or the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days five Business Days in order to effect that any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Shares that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted SecuritiesDEFAULTED SECURITIES”), the Underwriters you shall have the right, within 24 48 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, 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 forthforth in this Agreement; if, however, the Underwriters shall you have not have completed such arrangements within such 2448-hour period, then: (ia) if If the aggregate number of Shares which are Defaulted Securities does not exceed 10% of the aggregate number of Securities Shares to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder proportions bear to the underwriting obligations aggregate Underwriting Obligation Proportions of all non-defaulting Underwriters, or; and (iib) if If the aggregate number of Shares which are Defaulted Securities exceeds 10% of the aggregate number of Securities Shares to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter. (b) Underwriters. No action taken pursuant to this Section 10 shall relieve any the defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which that does not result in a termination of this Agreement Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Time or Option Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used hereinin this Agreement, the term “UnderwriterUNDERWRITER” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Securities which it Shares agreed to be purchased by such Underwriter or they are obligated Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement (the “Defaulted Securities”)Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares set forth opposite their names in Schedule A hereto bears to the aggregate amount of Shares set forth opposite the names of all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares set forth in Schedule A hereto, the remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Shares, and if such amounts as may be agreed upon and upon the terms herein set forth; if, however, the nondefaulting Underwriters shall do not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% purchase all of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateShares, this Agreement shall will terminate without liability on to any nondefaulting Underwriter or the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) Company. In the event of a default by any such default which does not result Underwriter as set forth in a termination of this Agreement either the Underwriters or the Company shall have the right to postpone Section 10, the Closing Time shall be postponed for a period such period, not exceeding seven (7) days five Business Days, as the Representatives shall determine in order to effect any that the required changes in the Registration Statement or and the Prospectus Supplement or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company or the Selling Shareholder and any person substituted nondefaulting Underwriter for an Underwriter under this Section 10damages occasioned by its default hereunder.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase any of the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of such Defaulted Notes, as the Defaulted Securities case may be, in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities Notes to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder under this Agreement bear to the underwriting purchase obligations of all non-defaulting Underwriters, Underwriters of such Notes; or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, the non-defaulting Underwriters or and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. (a) If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Securities which it Shares agreed to be purchased by such Underwriter or they are obligated Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement (the “Defaulted Securities”)Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Shares set forth opposite their names in Schedule A hereto bears to the aggregate amount of Shares set forth opposite the names of all the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Shares set forth in Schedule A hereto, the remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Shares, and if such amounts as may be agreed upon and upon the terms herein set forth; if, however, the nondefaulting Underwriters shall do not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% purchase all of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateShares, this Agreement shall will terminate without liability on to any nondefaulting Underwriter or the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) Company. In the event of a default by any such default which does not result Underwriter as set forth in a termination of this Agreement either the Underwriters or the Company shall have the right to postpone Section 10, the Closing Time shall be postponed for a period such period, not exceeding seven (7) days five Business Days, as the Representatives shall determine in order to effect any that the required changes in the Registration Statement or and the Prospectus Supplement or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company or the Selling Stockholders and any person substituted nondefaulting Underwriter for an Underwriter under this Section 10damages occasioned by its default hereunder.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Shares that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Underwriters you shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 forthforth in this Agreement; if, however, the Underwriters shall you have not have completed such arrangements within such 2436-hour period, then: (ia) if If the aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters, orand (iib) if If the aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which that does not result in a termination of this Agreement Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used hereinin this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour 24‑hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, each of the non-defaulting non‑defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting non‑defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting non‑defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 twenty-four (24) hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement or either the Underwriters (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour 24‑hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Debt Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Debt Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, then the Underwriters Representatives or the Operating Partnership and the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representative or the Company Partnership shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at Closing Time to purchase the Securities which that it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative(s) shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representative(s) or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters Representatives shall not have completed such arrangements within such 24-24- hour period, then: (ia) if the number aggregate principal amount of the Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities the Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of the Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities the Notes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either (i) the Underwriters Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the Time of Sale Information or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder and arrangements for the purchase of the Defaulted Securities that are satisfactory to the Company cannot be made, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time or a Date of Delivery to purchase the Securities which it is or they are obligated to purchase under this Agreement and the Pricing Agreement (the “"Defaulted Securities”"), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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. If, however, the Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased by the Underwriters on such date, each of the non-defaulting Underwriters shall be obligatedUnderwriters, severally and not jointly, shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-non- defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased by the Underwriters on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, the Underwriters or Representatives, the Company or any of the Selling Stockholders shall have the right to postpone the Closing Time or the Date of Delivery for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or the Prospectus Supplement or in any other documents or arrangementsagreements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 2436-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Underwriters Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase the Preferred Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Preferred Securities”"), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of the Defaulted Preferred Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Preferred Securities does not exceed 10% of the total number of Preferred Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting purchasing obligations hereunder bear to the underwriting purchasing obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Preferred Securities exceeds 10% of the number of Preferred Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Underwriters Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person 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 shall fail at Closing Time to purchase the Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Offered Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Offered Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Merxxxx Xxnxx & Co. shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Merxxxx Xxnxx & Co. shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) In the event of any such default which does not result in a termination of this Agreement either the Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time Date to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Disclosure Package and Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 109.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time to purchase the Securities Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities Shares to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the (i) Underwriters or (ii) the Company and the Selling Shareholder shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Statement, in the Time of Sale Prospectus, in the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or ------------------------------------------ more of the Underwriters shall fail at Closing Time to purchase the Preferred Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representatives shall have the right, within 24 -------------------- hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i1) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such dateDesignated Securities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii2) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateDesignated Securities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company Offerors shall have the right to postpone the Closing Time Time, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at Closing Time or a Date of Delivery to purchase the Capital Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Capital Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Capital Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representative or 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 not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 2436-hour period, then: (ia) if the number principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters reasonably satisfactory to the Company, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities equals or exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 4 hereof and provided further that Sections 1, 6, 7, 8, 9(b), 11, 15 and 16 shall survive such termination and remain in full force and effect. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Underwriters Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative(s) shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representative(s) or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time to purchase the Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters you shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Offered Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Offered Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . 22 No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time to purchase the Initial Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Underwriters you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 forthforth in this Agreement; if, however, the Underwriters shall you have not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such dateInitial Securities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective Initial Securities underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities to be purchased on such dateInitial Securities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which that does not result in a termination of this Agreement Agreement, either the Underwriters you or the Company Offerors shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time Date to purchase any of the Securities 2026 Notes and/or 2028 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of such Defaulted Notes, as the Defaulted Securities case may be, in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number respective aggregate principal amounts of Securities 2026 Notes or 2028 Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder under this Agreement bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters of such 2026 Notes or 2028 Notes, as the case may be; or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number respective aggregate principal amounts of Securities 2026 Notes or 2028 Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, the non-defaulting Underwriters or and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations with respect to the Initial Securities hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time or a Date of Delivery for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at Closing Time to purchase the Capital Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Capital Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Capital Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters or the Company shall have the right to postpone the Closing Time Time, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time to purchase the Trust Preferred Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the aggregate number of the Trust Preferred Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate number of the Trust Preferred Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representative or the Company Guarantor shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at Closing Time to purchase the Securities Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of the Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities the Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of the Defaulted Securities exceeds 10% of the number aggregate principal amount of Securities the Shares to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either (i) the Underwriters Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the Time of Sale Information or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Shares that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Underwriters you shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 forthforth in this Agreement; if, however, the Underwriters shall you have not have completed such arrangements within such 2436-hour period, then: (ia) if If the aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters, or; and (iib) if If the aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 9 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which that does not result in a termination of this Agreement Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used hereinin this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 109.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at on the Closing Time Date to purchase the Securities Offered Notes which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted SecuritiesNotes”), the Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number principal amount of Defaulted Securities Notes does not exceed 10% of the number principal amount of Securities the Offered Notes to be purchased on such datepursuant to this Underwriting Agreement, each of the non-defaulting Underwriters named in this Underwriting Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder thereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number principal amount of Defaulted Securities Notes exceeds 10% of the number principal amount of Securities the Offered Notes to be purchased on such datepursuant to this Underwriting Agreement, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 14 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Underwriting Agreement, either the Underwriters Representative or the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Initial Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Underwriters you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 forthforth in this Agreement; if, however, the Underwriters shall you have not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such dateInitial Securities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective Initial Securities underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters, ; or (iib) if the number amount of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateInitial Securities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which that does not result in a termination of this Agreement Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-non- defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: then (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, then this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time or any Option Closing Time, as applicable, to purchase the Securities which it is, or they are are, obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, underwriter(s) 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the aggregate number of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate number of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time or any Option Closing Time, as applicable, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the preliminary prospectus or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement and the Pricing Agreement (the “"Defaulted Securities”"), the Underwriters Representative shall -------------------- have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters Representative or the Company shall have the right to postpone the Closing Time or a Date of Delivery for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of the Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of the Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any 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 shall fail at the Closing Time Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwritersto purchase, or to make arrangements for any other underwritersunderwriters to purchase, 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 non-defaulting Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the aggregate number of Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate number of Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, the Underwriters or the Company Representative shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule A hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which it the defaulting Underwriter or they are obligated Underwriters agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase under this Agreement (shall exceed 10% of the “Defaulted Securities”)aggregate amount of Securities set forth in Schedule A hereto, the remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Securities, and if such amounts as may be agreed upon and upon the terms herein set forth; if, however, the nondefaulting Underwriters shall do not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% purchase all of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateSecurities, this Agreement shall will terminate without liability on to any nondefaulting Underwriter or the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) Company. In the event of a default by any such default which does not result Underwriter as set forth in a termination of this Agreement either the Underwriters or the Company shall have the right to postpone Section 10, the Closing Time shall be postponed for a period such period, not exceeding seven (7) days five Business Days, as the Underwriters shall determine in order to effect any that the required changes in the Registration Statement or and the Prospectus Supplement or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and any person substituted nondefaulting Underwriter for an Underwriter under this Section 10damages occasioned by its default hereunder.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at any Closing Time Date to purchase the Securities which it or they are obligated to purchase under this Agreement at such Closing Date (the “"Defaulted Securities”"), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the total number of Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting purchasing obligations hereunder bear to the underwriting purchasing obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the Underwriters or the Company Offerors shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used hereinin this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 109.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement Agreement, either the (i) Underwriters or (ii) the Forward Sellers or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1012.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters reasonably satisfactory to the Company, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement Statement, the General Disclosure Package or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, 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 Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of the Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, ; or (ii) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) . No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either the Underwriters Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 109.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time Date to purchase any of the Securities 2023 Notes and/or the 2025 Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of such Defaulted Notes, as the Defaulted Securities case may be, in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number respective aggregate principal amounts of Securities 2023 Notes or 2025 Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder under this Agreement bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters of such 2023 Notes or 2025 Notes, as the case may be; or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number respective aggregate principal amounts of Securities the 2023 Notes or 2025 Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. (c) . In the event of any such default which does not result in a termination of this Agreement either Agreement, the non-defaulting Underwriters or and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement or Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.