Common use of Defaulting Underwriters Clause in Contracts

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Securities that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesSecurities, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Securities that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Securities and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement Statement, the Prospectus and the any Free Writing Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Debt Securities that it has or they have agreed to purchase hereunderon such date, and the aggregate number amount of Firm Shares that Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number amount of the Firm SharesDebt Securities to be purchased on such date, each non-defaulting Underwriter the other Underwriters shall be obligated, severally, obligated severally in the proportion in which proportions that the number amount of Firm Shares Debt Securities set forth opposite its name in Schedule I hereto their respective names above bears to the aggregate number amount of Firm Shares Debt Securities set forth opposite the names of all such non-defaulting Underwriters Underwriters, or in such other proportion proportions as you the Representatives may specify in the Agreement Among Underwritersspecify, to purchase the Firm Shares that Debt Securities which such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such date. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Debt Securities and the aggregate number amount of Firm Shares Debt Securities with respect to which such default occurs is more than one-tenth of the aggregate number amount of Firm Shares Debt Securities to be purchased on such date, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares Debt Securities are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Representative or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven (7) days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among an agreement among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company Partnership for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyPartnership. In any such case that does not result in termination of this Agreement, either you or the Company Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have and pay for any of the Units agreed to purchase hereunder, and the aggregate number of Firm Shares that be purchased by such defaulting Underwriter or Underwriters agreed but failed or refused hereunder and such failure to purchase is not more than one-tenth shall constitute a default in the performance of its or their obligations under this Agreement, the aggregate number of the Firm Shares, each non-defaulting Underwriter remaining Underwriters shall be obligated, severally, obligated severally to take up and pay for (in the proportion in respective proportions which the number amount of Firm Shares Units set forth opposite its name their names in Schedule I hereto bears to the aggregate number amount of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among remaining Underwriters, to purchase ) the Firm Shares that such Units which the defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchase. If any ; provided, however, that in the event that the aggregate amount of Units that the defaulting Underwriter or Underwriters shall fail or refuse agreed but failed to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth shall exceed 10% of the aggregate number amount of Firm Shares Units set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Units, and arrangements satisfactory to you and if such nondefaulting Underwriters do not purchase all the Company for the purchase of such Firm Shares are not made within 48 hours after such defaultUnits, this Agreement will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or the CompanyPartnership Entities. In the event of a default by any such case that does not result Underwriter as set forth in termination of this AgreementSection 11, either you or the Company shall have the right to postpone the Closing DateDate shall be postponed for such period, but in no event for longer than seven (7) not exceeding five business days, as the Representatives shall determine in order that the required changes, if any, changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken under Nothing contained in this paragraph Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Partnership and any such nondefaulting Underwriter for damages occasioned by its default of any such Underwriter under this Agreementhereunder.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have and pay for any of the Securities agreed to be purchased by the Underwriter or Underwriters hereunder and such failure to purchase hereundershall constitute a default in the performance of its 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 on Schedule II hereto bears to the aggregate number amount of Firm Shares that such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or refused Underwriters agreed but failed to purchase is not more than one-tenth shall exceed 10% of the aggregate number amount of Securities set forth on Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Firm SharesSecurities, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all and if such non-defaulting Underwriters or in such other proportion as you may specify in do not purchase all the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such defaultSecurities, this Agreement will terminate without any liability on the part of to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Time of Delivery shall be postponed for such case that does period, not result in termination of this Agreementexceeding five Business Days, either you or as the Company Representatives shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, determine in order that the required changes, if any, in changes to the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under Nothing contained in this paragraph Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any such non-defaulting Underwriter for damages occasioned by its default of any such Underwriter under this Agreementhereunder.

Defaulting Underwriters. If If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Notes that it has or they have agreed to purchase hereunderhereunder on such date, and the aggregate number amount of Firm Shares that Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number amount of the Firm SharesNotes to be purchased on such date, each non-defaulting Underwriter the other Underwriters shall be obligated, severally, obligated severally in the proportion in which proportions that the number amount of Firm Shares Notes set forth opposite its name their respective names in Schedule I A hereto bears to the aggregate number amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters Underwriters, or in such other proportion proportions as you the Representatives may specify in the Agreement Among Underwritersspecify, to purchase the Firm Shares that Notes which such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such date; provided that in no event shall the amount of Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Notes without the written consent of such Underwriter. If If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Notes and the aggregate number amount of Firm Shares Notes with respect to which such default occurs is more than one-tenth of the aggregate number amount of Firm Shares Notes to be purchased on such date, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares Notes are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the Company, or any Selling Stockholder. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Master Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Securities or Additional Securities, as the case may be, that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Securities or Additional Securities, as the case may be, that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesSecurities or Additional Securities, as the case may be, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among among Underwriters, to purchase the Firm Shares Securities that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Securities and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Securities are not made within 48 hours five Business Days after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, the ADS Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and you, the Company and, with respect to the Additional Shares, the Selling Stockholders, for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, and either you or the Selling Stockholders shall have the right to postpone any Additional Closing Date that is not the Closing Date, but in each case in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Trust or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you you, the Trust and the Company for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyTrust. In any such case that does not result in termination of this Agreement, either you you, the Trust or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Securities that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesSecurities, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Securities that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Securities and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one Underwriter or more of the Underwriters shall fail or refuse default in their obligations to purchase Firm Shares that it or they have agreed to purchase hereunder, Securities hereunder on any Delivery Date and the aggregate number of Firm Shares shares of Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate total number of Securities that the Firm SharesUnderwriters are obligated to purchase on such Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears Representative may make arrangements satisfactory to the aggregate number Company for the purchase of Firm Shares set forth opposite such Securities by other persons, including any of the names of all Underwriters, but if no such arrangements are made by such Delivery Date, the non-defaulting Underwriters or shall be obligated severally, in such other proportion as you may specify in the Agreement Among Underwritersto their respective commitments hereunder, to purchase the Firm Shares Securities that such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such Delivery Date. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares so default and the aggregate number of Firm Shares shares of Securities with respect to which such default occurs is more than one-tenth or defaults occur exceeds 10% of the aggregate total number of Firm Shares shares of Securities that the Underwriters are obligated to purchase on such Delivery Date and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares Securities by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Company, except as provided in Section 16 (provided that if such default occurs with respect to Option Securities after the CompanyInitial Delivery Date, this Agreement will not terminate as to the Firm Shares or any Option Shares purchased prior to such termination). In any such case that does not result As used in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event term “Underwriter” includes any person substituted for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken an Underwriter under this paragraph shall not Section. Nothing herein will relieve any a defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreementfor its default.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, or if any one or more of the Underwriters shall fail or refuse to purchase Additional Shares with respect to which the Underwriters have exercised their option to purchase, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among agree with such non-defaulting Underwriters, to purchase the Firm Shares or Additional Shares, as the case may be, that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph Section 12 shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (1/10) of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth (1/10) of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Master Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company Selling Stockholder for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholder. In any such case that does not result in termination of this Agreement, either you or and the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have and pay for any of the Securities agreed to be purchased by the Underwriter or Underwriters hereunder and such failure to purchase hereundershall constitute a default in the performance of its 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 on Schedule II hereto bears to the aggregate number amount of Firm Shares that such Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or refused Underwriters agreed but failed to purchase is not more than one-tenth shall exceed 10% of the aggregate number amount of Securities set forth on Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Firm SharesSecurities, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all and if such non-defaulting Underwriters or in such other proportion as you may specify in do not purchase all the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such defaultSecurities, this Agreement will terminate without any liability on the part of to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 10, the Time of Delivery shall be postponed for such case that does period, not result in termination of this Agreementexceeding five Business Days, either you or as the Company Representatives shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, determine in order that the required changes, if any, in changes to the Registration Statement Statements and the Final Prospectus or in any other documents or arrangements may be effected. Any action taken under Nothing contained in this paragraph Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any such non-defaulting Underwriter for damages occasioned by its default of any such Underwriter under this Agreementhereunder.

Defaulting Underwriters. If (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Shares the Notes set forth opposite the name of such Underwriter in Schedule I hereto that it or they have has agreed to purchase hereunderhereunder on such date, and the aggregate number amount of Firm Shares that such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number amount of the Firm SharesNotes of such Underwriter to be purchased on such date, each non-defaulting the other Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, obligated to purchase the Firm Shares that Notes which such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such date; provided that in no event shall the amount of the Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of such Notes without the written consent of such Underwriter. If If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares such Notes and the aggregate number amount of Firm Shares such Notes with respect to which such default occurs is more than one-tenth of the aggregate number amount of Firm Shares such Notes to be purchased on such date, and arrangements satisfactory to you the Underwriters and the Company for the purchase of such Firm Shares Notes are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, or if any one or more of the Underwriters shall fail or refuse to purchase Additional Shares with respect to which the Underwriters have exercised their option to purchase, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among agree with such non-defaulting Underwriters, to purchase the Firm Shares or Additional Shares, as the case may be, that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph Section 11 shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you the Representative may specify in the Agreement Among Underwritersan agreement among underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company, the Operating Partnership or the CompanyManager. In any such case that does not result in termination of this Agreement, either you the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than [one-tenth tenth] of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Master Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement Statement, the Time of Sale Information and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Companyany Selling Unitholder. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Offered Securities of any Series that it has or they have agreed to purchase hereunderhereunder on such date, and the aggregate number amount of Firm Shares that Offered Securities of such Series which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number amount of the Firm SharesOffered Securities of such Series to be purchased on such date, each non-defaulting Underwriter the other Underwriters shall be obligated, severally, obligated severally in the proportion in which proportions that the number amount of Firm Shares Offered Securities of such Series set forth opposite its name their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate number amount of Firm Shares Offered Securities of such Series set forth opposite the names of all such non-defaulting Underwriters Underwriters, or in such other proportion proportions as you the Manager may specify in the Agreement Among Underwritersspecify, to purchase the Firm Shares that Offered Securities of such Series which such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such date; provided that in no event shall the amount of Offered Securities of any Series that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Offered Securities of such Series without the written consent of such Underwriter. If If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities of any Series and the aggregate number amount of Firm Shares Offered Securities of such Series with respect to which such default occurs is more than one-tenth of the aggregate number amount of Firm Shares Offered Securities of such Series to be purchased on such date, and arrangements satisfactory to you the Manager and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.the

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto that, pursuant to this Section 11, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Offering Statement and the Prospectus Offering Circular or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Firm Shares the Securities that it has or they have agreed to purchase hereunderon such date, and the aggregate number amount of Firm Shares that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number amount of the Firm SharesSecurities to be purchased on such date, each non-defaulting Underwriter the other Underwriters shall be obligated, severally, obligated severally in the proportion in which proportions that the number amount of Firm Shares Securities set forth opposite its name in Schedule I hereto their respective names above bears to the aggregate number amount of Firm Shares Securities set forth opposite the names of all such non-defaulting Underwriters Underwriters, or in such other proportion proportions as you the Representatives may specify in the Agreement Among Underwritersspecify, to purchase the Firm Shares that Securities which such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such date. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number amount of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number amount of Firm Shares Securities to be purchased on such date, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares Securities are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Representative or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven (7) days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If If, on the Closing Date, any one or more of the Underwriters Underwriter shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, Notes and the aggregate number amount of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares Notes with respect to which such default occurs is more than one-tenth of the aggregate number amount of Firm Shares Notes to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Notes are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreementcase, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it has or they have agreed to purchase hereunderhereunder on such date, and the aggregate number amount of Firm Shares that Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number amount of the Firm SharesUnits to be purchased on such date, each non-defaulting Underwriter the other Underwriters shall be obligated, severally, obligated severally in the proportion in which proportions that the number amount of Firm Shares Units set forth opposite its name their respective names in Schedule I hereto the Underwriting Agreement bears to the aggregate number amount of Firm Shares Units set forth opposite the names of all such non-defaulting Underwriters Underwriters, or in such other proportion proportions as you the Manager may specify in the Agreement Among Underwritersspecify, to purchase the Firm Shares that Units which such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such date; provided that in no event shall the amount of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such amount of Units without the written consent of such Underwriter. If If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number amount of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number amount of Firm Shares Units to be purchased on such date, and arrangements satisfactory to you the Manager and the Company for the purchase of such Firm Shares Units are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Manager or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company Fargo for the purchase of such Firm Shares are not made within 48 forty-eight (48) hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyFargo. In any such case that does not result in termination of this Agreement, either you or the Company Fargo shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the 41 Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused refused, to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company Partnership for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyPartnership. In any such case that does not result in termination of this Agreement, either you or the Company Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven three (73) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it has or they have agreed to purchase hereunderon such date, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesShares to be purchased on such date, each non-defaulting Underwriter the other Underwriters shall be obligated, severally, obligated severally in the proportion in which proportions that the number of Firm Shares set forth opposite its name in Schedule I hereto their respective names above bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters Underwriters, or in such other proportion proportions as you the Manager may specify in the Agreement Among Underwritersspecify, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such date. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you the Manager and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-non- defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreementcase, either you the Manager or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than then seven (7) days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I II hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Master Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company Selling Stockholders for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders. In any such case that does not result in termination of this Agreement, either you or you, the Company and the Selling Stockholders shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares that it has or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among an agreement among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you the Representative and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyOperating Partnership. In any such case that does not result in termination of this Agreementcase, either you the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and Statement, in the Time of Sale Information, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among agree with such non-defaulting Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph Section 11 shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Securities that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesSecurities, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among among Underwriters, to purchase the Firm Shares Securities that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Securities and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Securities are not made within 48 hours five business days after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, the ADS Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused refused, to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company Partnership for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyPartnership. In any such case that does not result in termination of this Agreement, either you or the Company Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one Underwriter or more of the Underwriters shall fail or refuse default in their obligations to purchase Firm Shares that it or they have agreed to purchase hereunder, Offered Securities under the Terms Agreement and the aggregate principal amount (if debt securities) or number of Firm Shares shares (if Preferred Stock or Common Stock) of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate total principal amount (if debt securities) or number of shares (if Preferred Stock or Common Stock) of Offered Securities, the Firm Shares, each non-defaulting Lead Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears may make arrangements satisfactory to the aggregate number Company for the purchase of Firm Shares set forth opposite such Offered Securities by other persons, including any of the names of all Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters or shall be obligated severally, in such other proportion as you may specify in to their respective commitments under the Agreement Among UnderwritersTerms Agreement, to purchase the Firm Shares Offered Securities that such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares so default and the aggregate principal amount (if debt securities) or number of Firm Shares shares (if Preferred Stock or Common Stock) of Offered Securities with respect to which such default occurs is more than one-tenth or defaults occur exceeds 10% of the aggregate total principal amount (if debt securities) or number of Firm Shares shares (if Preferred Stock or Common Stock) of Offered Securities and arrangements satisfactory to you the Lead Underwriter and the Company for the purchase of such Firm Shares Offered Securities by other persons are not made within 48 36 hours after such default, this the Terms Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5. In any such case that does not result As used in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.term "

Defaulting Underwriters. If any one or more of the Underwriters shall ----------------------- fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused refused, to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company Partnership for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Partnership Entities or the CompanyMxxxxx Parties. In any such case that does not result in termination of this Agreement, either you or the Company Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwritersspecify, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the approval of the Representatives and the Company, purchases Shares that a defaulting Underwriter is obligated, but fails or refuses, to purchase.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you the Underwriters may specify in the Agreement Among Underwritersby a separate agreement, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you the Underwriters and the Company Partnership Parties for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyPartnership Parties. In any such case that does not result in termination of this Agreement, either you the Underwriters or the Company Partnership Parties shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any such default of any such Underwriter or Underwriters under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representative’s approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to purchase.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have and pay for any of the Stock agreed to purchase hereunder, be purchased by such Underwriter hereunder and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused failure to purchase is not more than one-tenth shall constitute a default in the performance of its or their obligations under this Agreement, the aggregate number of the Firm Shares, each non-defaulting Underwriter remaining Underwriters shall be obligated, severally, obligated severally to take up and pay for (in the proportion in respective proportions which the number principal amount of Firm Shares Stock set forth opposite its name their names in Schedule I hereto bears to the aggregate number principal amount of Firm Shares Stock set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among remaining Underwriters, to purchase ) the Firm Shares that such Stock which the defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchase. If any ; provided, however, that in the event that the aggregate principal amount of Stock which the defaulting Underwriter or Underwriters shall fail or refuse agreed but failed to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth shall exceed 10% of the aggregate number principal amount of Firm Shares Stock set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Stock, and arrangements satisfactory to you and if such nondefaulting Underwriters do not purchase all the Company for the purchase of such Firm Shares are not made within 48 hours after such defaultStock, this Agreement will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11, the applicable Delivery Date shall be postponed for such case that does period, not result in termination of this Agreementexceeding five Business Days, either you or as the Company Representatives shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, determine in order that the required changes, if any, changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken under Nothing contained in this paragraph Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company or any such nondefaulting Underwriter for damages occasioned by its default of any such Underwriter under this Agreementhereunder.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Securities that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesSecurities, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among among Underwriters, to purchase the Firm Shares Securities that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Securities and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the Company, or any Selling Shareholder. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, the ADS Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all the non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Offered Securities that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Offered Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate total number of the Firm SharesOffered Securities, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Offered Securities set forth opposite its name in Schedule I hereto bears to the aggregate total number of Firm Shares Offered Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Offered Security that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities and the aggregate total number of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate total number of Firm Shares Offered Securities and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Offered Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement Statement, the Prospectus and the any Free Writing Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company—any selling stockholder. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth fifteenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth fifteenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the CompanyCompany - any selling stockholder. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Units that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesUnits, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Units that such defaulting Underwriter or Underwriters agreed, but failed or refused refused, to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Units and the aggregate number of Firm Shares Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Units and arrangements satisfactory to you and the Company Partnership for the purchase of such Firm Shares Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Partnership Entities or the CompanyXxxxxx Parties. In any such case that does not result in termination of this Agreement, either you or the Company Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Securities that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares Securities s that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Securities and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one Underwriter or more of the Underwriters shall fail or refuse default in their obligations to purchase Firm the Shares that it or they have agreed to purchase hereunder, hereunder on the Closing Date and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in Shares which the number of Firm Shares set forth opposite its name in Schedule I hereto bears Underwriters are obligated to purchase on such Closing Date, the Representative may make arrangements satisfactory to the aggregate number Company for the purchase of Firm such Shares set forth opposite by other persons, including any of the names of all Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters or shall be obligated severally, in such other proportion as you may specify in the Agreement Among Underwritersto their respective commitments hereunder, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such Closing Date. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares so default and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth or defaults occur exceeds 10% of the aggregate number of Firm Shares that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to you the Representative and the Company for the purchase of such Firm Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Sections 8 and 9. In any such case that does not result As used in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event term "Underwriter" includes any person substituted for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken an Underwriter under this paragraph shall not Section. Nothing herein will relieve any a defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreementfor its default.

Defaulting Underwriters. If any one Underwriter or more of the Underwriters shall fail or refuse default in their obligations to purchase Firm the Shares that it or they have agreed to purchase hereunder, hereunder on the Closing Date and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in Shares which the number of Firm Shares set forth opposite its name in Schedule I hereto bears Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the aggregate number Company for the purchase of Firm such Shares set forth opposite by other persons, including any of the names of all Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters or shall be obligated severally, in such other proportion as you may specify in the Agreement Among Underwritersto their respective commitments hereunder, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such Closing Date. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares so default and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth or defaults occur exceeds 10% of the aggregate number of Firm Shares which the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares by other persons are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Sections 8 and 9. In any such case that does not result As used in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event term "Underwriter" includes any person substituted for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken an Underwriter under this paragraph shall not Section. Nothing herein will relieve any a defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreementfor its default.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Securities that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm SharesSecurities, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares Securities set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares Securities set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among agreement among Underwriters, to purchase the Firm Shares Securities that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares Securities and arrangements satisfactory to you and the Company for the purchase of such Firm Shares Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Shares Notes that it has or they have agreed to purchase hereunderhereunder on such date, and the aggregate number amount of Firm Shares that Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number amount of the Firm SharesNotes to be purchased on such date, each non-defaulting Underwriter the other Underwriters shall be obligated, severally, obligated severally in the proportion in which proportions that the number amount of Firm Shares Notes set forth opposite its name their respective names in Schedule I A hereto bears to the aggregate number amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters Underwriters, or in such other proportion proportions as you the Representatives may specify in the Agreement Among Underwritersspecify, to purchase the Firm Shares that Notes which such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchasepurchase on such date; provided that in no event shall the amount of Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Notes without the written consent of such Underwriter. If If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Notes and the aggregate number amount of Firm Shares Notes with respect to which such default occurs is more than one-tenth of the aggregate number amount of Firm Shares Notes to be purchased on such date, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Firm Shares Notes are not made within 48 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement Statement, the Time of Sale Information and the Prospectus Supplement or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you may specify in the Agreement Among Underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, agreed but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case that does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Shares, each non-defaulting Underwriter shall be obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as you the Representative may specify in the Agreement Among Underwritersan agreement among underwriters, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares and arrangements satisfactory to you the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Transaction Entities or the CompanyManager. In any such case that does not result in termination of this Agreement, either you the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.