Common use of Default by an Underwriter Clause in Contracts

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such the Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives Representative may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 I bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1I, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j5(h)) to any nondefaulting Underwriter, the Trust Issuing Entity or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Initial Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Initial Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the [Initial] Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the [Initial] Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Offered Senior Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory subject to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing DateSections 7 and 11, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in such respective proportions as the Representatives may designate with the consent of each Underwriter so designated or, in the event no such designation is made, in such respective proportions that the principal amount of Offered Senior Notes set forth opposite their names in Schedule 1 II hereto bears to the aggregate principal amount of Offered Senior Notes set forth opposite the names of all the remaining Underwriters) the Offered Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Offered Senior Notes set forth in Schedule 1II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes Senior Notes, and if such nondefaulting Underwriters (together with substituted Underwriters selected by the Representatives with the approval of the Company or selected by the Company with the approval of the Representatives) do not purchase all the Offered Senior Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Underwriter or the Depositor (other than under Section 8)Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Depositor Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Underwritten Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters for such Underwritten Class of Notes shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the amount of Offered Underwritten Notes of such Class set forth opposite their names in Schedule 1 bears A hereto bear to the aggregate amount of Offered Underwritten Notes of such Class set forth opposite the names of all the such remaining UnderwritersUnderwriters for such Class of Underwritten Notes) the Offered Underwritten Notes of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Underwritten Notes of such Class which the defaulting Underwriter or Underwriters for such Class of Underwritten Notes agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Underwritten Notes set forth in Schedule 1A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes such Underwritten Notes, and if such nondefaulting Underwriters do not purchase all the Offered Notessuch Underwritten Notes of such Class, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Transferor or the Depositor (other than under Section 8)Bank. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor Representatives shall determine in order that the required changes in the Registration Statement Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Depositor Transferor and the Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such the Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the [Initial] Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). 7) In the event of a default by any Underwriter as set forth in this Section 98, the [Initial] Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such the Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes Transition Bonds agreed to be purchased by such Underwriter or Underwriters, the Representative may in its discretion arrange for the Underwriters hereunder and such failure or another party or other parties to purchase or pay shall constitute a such Transition Bonds on the terms contained herein. If within 36 hours after such default in the performance of its or their obligations under this Agreementby any Underwriter, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion Representative did not arrange for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing DateTransition Bonds, the remaining nondefaulting Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the amount of Offered Notes Transition Bonds set forth opposite their names in Schedule 1 II hereto bears to the aggregate amount of Offered Notes Transition Bonds set forth opposite the names of all the remaining Underwriters) the Offered Notes Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes Transition Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes Transition Bonds set forth in Schedule 1II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes Transition Bonds, and if such nondefaulting Underwriters do not purchase all the Offered NotesTransition Bonds, this Underwriting Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Issuer or the Depositor (other than under Section 8)Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Issuer and the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase and pay for any of the Offered Purchased Senior Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may find one or more substitute underwriters to purchase such Purchased Senior Notes or make such other arrangements satisfactory to as the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any Representatives deem advisable or one or more of the Underwritersnondefaulting Underwriters may agree to purchase such Purchased Senior Notes in such proportions as may be agreed upon by the Representatives, but if in each case upon the terms set forth in this Agreement. If no such arrangements are have been made by within 36 hours after the Closing Date, each of the remaining nondefaulting Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the amount amounts of Offered Purchased Senior Notes set forth opposite their names in Schedule 1 bears II hereto bear to the aggregate amount of Offered Purchased Senior Notes set forth opposite the names of all the nondefaulting remaining Underwriters) the Offered Purchased Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, provided that in the event that the aggregate principal amount of Offered Purchased Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Offered Purchased Senior Notes set forth in Schedule 1II hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Purchased Senior Notes and if such nondefaulting Underwriters do not purchase all the Offered Purchased Senior Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Underwriter or the Depositor (other than under Company, except as provided in Section 8)11 hereof. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor Representatives shall determine determine, in order that the required changes in the Registration Statement and the Final Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes [1: Securities] [2: Units] agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the [1: principal amount of Offered Notes Securities] [2: number of Units] set forth opposite their names in Schedule 1 II hereto bears to the aggregate [1: principal amount of Offered Notes Securities] [2: number of Units] set forth opposite the names of all the remaining Underwriters) the Offered Notes [1: Securities] [2: Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate [1: principal amount of Offered Notes Securities] [2: number of Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate [1: principal amount of all Securities] [2: number of the Offered Notes Units] set forth in Schedule 1II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes [1: Securities] [2: Units], and if such nondefaulting Underwriters do not purchase all the Offered Notes, [1: Securities] [2: Units] this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Underwriter or the Depositor (other than under Section 8)Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Offered Senior Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory subject to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing DateSections 6 and 10, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in such respective proportions as the Representative may designate with the consent of each Underwriter so designated or, in the event no such designation is made, in such respective proportions that the principal amount of Offered Senior Notes set forth opposite their names in Schedule 1 II hereto bears to the aggregate principal amount of Offered Senior Notes set forth opposite the names of all the remaining Underwriters) the Offered Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Senior Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Offered Senior Notes set forth in Schedule 1II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes Senior Notes, and if such nondefaulting Underwriters (together with substituted Underwriters selected by the Representative with the approval of the Company or selected by the Company with the approval of the Representative) do not purchase all the Offered Senior Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Underwriter or the Depositor (other than under Section 8)Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Depositor Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Shares that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of Shares that such defaulting Underwriter or Underwriters are obligated but fail or refuse to purchase is not more than one-tenth of the Offered Notes agreed to be purchased by such aggregate number of the Shares that the Underwriters hereunder and such failure are obligated to purchase or pay on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions proportion that the amount number of Offered Notes Initial Shares set forth opposite their names its name in Schedule 1 I hereto bears to the aggregate amount number of Offered Notes Initial Shares set forth opposite the names of all the remaining Underwriters) the Offered Notes which the non-defaulting Underwriters agreed or in such other proportion as the Representative may specify in accordance with the Agreement Among Underwriters of Barclays Capital Inc. to purchase the Shares that such defaulting Underwriter or Underwriters are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Shares that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Offered Notes Shares with respect to which the defaulting Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Shares that the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right are obligated to purchase all, but shall on the Initial Delivery Date and arrangements satisfactory to the Representative and the Partnership for the purchase of such Shares by one or more non-defaulting Underwriters or other party or parties approved by the Representative and the Partnership are not be under any obligation to purchase any, of the Offered Notes and if made within five business days after such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting Underwriter, the Trust or the Depositor party hereto (other than under Section 8)the defaulting Underwriter). In any such case that does not result in termination of this Agreement, either the Representative or the Partnership shall have the right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Additional Shares that it or they are obligated to purchase hereunder on the Additional Shares Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Initial Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Initial Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representative may specify in accordance with the Agreement Among Underwriters of Barclays Capital Inc., to purchase the Additional Shares that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. 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 shall relieve includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representative’ approval and the approval of the Partnership, purchases Shares that a defaulting Underwriter of its liabilityis obligated, if anybut fails or refuses, to the Depositor and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 9 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives Representative may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 I bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1I, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting non-defaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)9) to any nondefaulting non-defaulting Underwriter, the Trust Issuing Entity or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse on the Firm Shares Closing Date or the Additional Shares Closing Date to purchase and pay for any of the Offered Notes Shares agreed to be purchased by such Underwriter or Underwriters hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such failure defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase or pay is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall constitute a default be obligated severally, in the performance proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or their obligations under this Agreement, in such other proportion as the Representatives may make specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 8 by an amount in excess of one-tenth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Firm Shares Closing Date or on the Additional Shares Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters in the event of a default by an Underwriter and arrangements satisfactory to the Depositor in its sole discretion Representatives and the Company for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no Shares are not made within 48 hours after such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting Underwriternon-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either the Trust Representatives or the Depositor (other than under Section 8). In Company shall have the event of a default by any Underwriter as set forth in this Section 9, right to postpone the Firm Shares Closing Date shall be postponed or the Additional Shares Closing Date, as the case may be, but in no event for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Depositor and any nondefaulting default of any such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the aggregate principal amount of all the Offered Notes of the various Classes set forth opposite their names in Schedule 1 the Prospectus Supplement bears to the aggregate principal amount of all of the Offered Notes of the various Classes set forth opposite the names name of all the remaining Underwriters) the Offered Notes which that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of all of the Offered Notes Certificates set forth in Schedule 1the Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes Notes, and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Underwriter or the Depositor (other than under Section 8)Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Company and to any nondefaulting Underwriter for damages occasioned by its default defaulting hereunder. If this Agreement shall be terminated by the Underwriters, or any of them, because of the failure or refusal on the part of the Company to comply with the terms or 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 shall 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 of the Offered Notes.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase the Shares that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of Shares that such defaulting Underwriter or Underwriters are obligated but fail or refuse to purchase is not more than one-tenth of the Offered Notes agreed to be purchased by such aggregate number of the Shares that the Underwriters hereunder and such failure are obligated to purchase or pay on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, (i) in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions proportion that the amount number of Offered Notes Firm Shares set forth opposite their names its name in Schedule 1 I hereto bears to the aggregate amount number of Offered Notes Firm Shares set forth opposite the names of all the remaining Underwriters) the Offered Notes which the non-defaulting Underwriters agreed or (ii) in such other proportion as the Representative may specify in accordance with the Agreement Among Underwriters of Citigroup Global Markets Inc., to purchase the Shares that such defaulting Underwriter or Underwriters are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Shares that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Offered Notes Shares with respect to which the defaulting Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Shares that the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right are obligated to purchase all, but shall on the Initial Delivery Date and arrangements satisfactory to the Representative and the Partnership for the purchase of such Shares by one or more non-defaulting Underwriters or other party or parties approved by the Representative and the Partnership are not be under any obligation to purchase any, of the Offered Notes and if made within five business days after such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting Underwriter, the Trust or the Depositor party hereto (other than under Section 8)the defaulting Underwriter). In any such case that does not result in termination of this Agreement, either the Representative or the Partnership shall have the right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Shares that it or they are obligated to purchase hereunder on the Option Shares Delivery Date, each non-defaulting Underwriter shall be obligated, severally, (i) in the proportion that 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 (ii) in such other proportion as the Representative may specify in accordance with the Agreement Among Underwriters of Citigroup Global Markets Inc., to purchase the Option Shares that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. 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 shall relieve 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 Shares that a defaulting Underwriter of its liabilityis obligated, if anybut fails or refuses, to the Depositor and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 9 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Underwritten Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters for such Class of Underwritten Notes shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the amount of Offered Underwritten Notes of such Class of Notes set forth opposite their names in Schedule 1 bears A hereto bear to the aggregate amount of Offered Underwritten Notes of such Class of Notes set forth opposite the names of all the such remaining UnderwritersUnderwriters for such Class of Underwritten Notes) the Offered Underwritten Notes of such Class of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Underwritten Notes of such Class of Notes which the defaulting Underwriter or Underwriters for such Class of Underwritten Notes agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Underwritten Notes set forth in Schedule 1A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes such Underwritten Notes, and if such nondefaulting Underwriters do not purchase all the Offered such Underwritten Notes of such Class of Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Transferor or the Depositor (other than under Section 8)Bank. In the event of a default by any Underwriter as set forth in this Section 911, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor Representatives and the Class M Underwriter shall determine in order that the required changes in the Registration Statement Statement, the Preliminary Prospectus and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Depositor Transferor and the Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes [1: Securities] [2: Units] agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the [1: principal amount of Offered Notes Securities] [2: number of Units] set forth opposite their names in Schedule 1 II hereto bears to the aggregate [1: principal amount of Offered Notes Securities] [2: number of Units] set forth opposite the names of all the remaining Underwriters) the Offered Notes [1: Securities] [2: Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate [1: principal amount of Offered Notes Securities] [2: number of Units] which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate [1: principal amount of all Securities] [2: number of the Offered Notes Units] set forth in Schedule 1II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes [1: Securities] [2: Units] and if such nondefaulting non-defaulting Underwriters do not purchase all the Offered Notes, [1: Securities] [2: Units] this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust non-defaulting Underwriter or the Depositor (other than under Section 8)Company. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the [Initial] Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the [Initial] Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives Representative may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the [Initial] Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 I bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1I, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j5(h)) to any nondefaulting Underwriter, the Trust Issuing Entity or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the [Initial] Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Notes that it or they are obligated to purchase hereunder on the Delivery Date, and pay for any the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters are obligated but fail or refuse to purchase is not more than one-tenth of the Offered aggregate principal amount of the Notes agreed to be purchased by such that the Underwriters hereunder and such failure are obligated to purchase or pay on the Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions proportion that the principal amount of Offered Notes set forth opposite their names its name in Schedule 1 I hereto bears to the aggregate principal amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the non-defaulting Underwriters agreed or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of X.X. Xxxxxx Securities LLC to purchase the Notes that such defaulting Underwriter or Underwriters are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Notes that in it or they are obligated to purchase on the event that Delivery Date and the aggregate principal amount of Offered Notes with respect to which the defaulting Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate principal amount of all of Notes that the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right are obligated to purchase all, but shall on the Delivery Date and arrangements satisfactory to the Representatives and the Issuers for the purchase of such Notes by one or more non-defaulting Underwriters or other party or parties approved by the Representatives and the Issuers are not be under any obligation to purchase any, of the Offered Notes and if made within 36 hours after such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting Underwriter, the Trust or the Depositor party hereto (other than under Section 8)any defaulting Underwriter). In any such case that does not result in termination of this Agreement, either the Representatives or the Issuers shall have the right to postpone the Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained 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 shall relieve includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Issuers, purchases Notes that a defaulting Underwriter of its liabilityis obligated, if anybut fails or refuses, to the Depositor and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 9 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Units that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of Units that such defaulting Underwriter or Underwriters are obligated but fail or refuse to purchase is not more than one-tenth of the Offered Notes agreed to be purchased by such aggregate number of the Units that the Underwriters hereunder and such failure are obligated to purchase or pay on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions proportion that the amount number of Offered Notes Firm Units set forth opposite their names its name in Schedule 1 I hereto bears to the aggregate amount number of Offered Notes Firm Units set forth opposite the names of all the remaining Underwriters) the Offered Notes which the non-defaulting Underwriters agreed or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated to purchase the Units that such defaulting Underwriter or Underwriters are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Units that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Offered Notes Units with respect to which the defaulting Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Units that the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right are obligated to purchase all, but shall on the Initial Delivery Date and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Units by one or more non-defaulting Underwriters or other party or parties approved by the Representatives and the Partnership are not be under any obligation to purchase any, of the Offered Notes and if made within five business days after such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting Underwriter, the Trust or the Depositor party hereto (other than under Section 8)the defaulting Underwriter). In any such case that does not result in termination of this Agreement, either the Representatives or the Partnership shall have the right to postpone the Initial Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Option Units that it or they are obligated to purchase hereunder on the Option Units Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Firm Units set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, to purchase the Option Units that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. 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 shall relieve includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter of its liabilityis obligated, if anybut fails or refuses, to the Depositor and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 9 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse on the Firm Shares Closing Date or the Additional Shares Closing Date to purchase and pay for any of the Offered Notes Shares agreed to be purchased by such Underwriter or Underwriters hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such failure defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or pay in such other proportion as the Representative may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall constitute the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 4 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Firm Shares Closing Date or on the Additional Shares Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters in the event of a default in the performance of its or their obligations under this Agreement, the Representatives may make by an Underwriter and arrangements satisfactory to the Depositor in its sole discretion Representative and the Company for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no Shares are not made within 48 hours after such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting non-defaulting Underwriter, the Trust Selling Stockholders and the Company. In any such case which does not result in termination of this Agreement, either the Representative or the Depositor (other than under Section 8). In Company shall have the event of a default by any Underwriter as set forth in this Section 9, right to postpone the Firm Shares Closing Date shall be postponed or the Additional Shares Closing Date, as the case may be, but in no event for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Depositor and any nondefaulting default of any such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor non-defaulting Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes Firm Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this the Underwriting Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the amount of Offered Notes Firm Shares set forth opposite their names in Schedule 1 I to the Underwriting Agreement bears to the aggregate amount of Offered Notes Firm Shares set forth opposite the names of all the remaining Underwriters) the Offered Notes Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes Firm Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase (less such aggregate amount of Firm Shares as are purchased by substituted underwriters selected by the Managers with the approval of the Company or selected by the Company with the approval of the Managers) shall exceed 10% of the aggregate amount of all of the Offered Notes Firm Shares set forth in such Schedule 1I, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes Firm Shares, and if such nondefaulting Underwriters do not purchase all the Offered NotesFirm Shares, this the Underwriting Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust Underwriter or the Depositor Company (other than under except as otherwise provided in subsection (f) of Section 8)3). In the event of a default by any an Underwriter as set forth in this Section 97, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as the Depositor Company and the Managers shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this the Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Company and any nondefaulting Underwriter for damages occasioned by its default hereunderthereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the [Initial] Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the [Initial] Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall ------------------------- fail to purchase and pay for any of the Offered Notes Securities of any Class agreed to be purchased by such Underwriter or Underwriters hereunder under the Agreement and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this the Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the amount portion of Offered Notes the Securities of such Class set forth opposite their names in Schedule 1 an attachment to the Underwriting Agreement bears to the aggregate amount of Offered Notes Securities of such Class set forth opposite the names of all the remaining Underwriters) the Offered Notes Securities of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes Securities of such Class which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all Securities of the Offered Notes such Class as set forth in Schedule 1the Final Prospectus, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes Securities of such Class, and if such nondefaulting non-defaulting Underwriters do not purchase all the Offered NotesSecurities of such Class, this the Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust non-defaulting Underwriter or the Depositor (other than under Section 8)Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date for such Class of Securities shall be postponed for such period, not exceeding seven days, as the Depositor Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this the Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor Company and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunderunder the Agreement.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse on the Firm Shares Closing Date or the Additional Shares Closing Date to purchase and pay for any of the Offered Notes Shares agreed to be purchased by such Underwriter or Underwriters hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such failure defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase or pay is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall constitute a default be obligated severally, in the performance proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or their obligations under this Agreement, in such other proportion as the Representatives may make specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Firm Shares Closing Date or on the Additional Shares Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters in the event of a default by an Underwriter and arrangements satisfactory to the Depositor in its sole discretion Representatives and the Company for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no Shares are not made within 48 hours after such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting non-defaulting Underwriter, the Trust Selling Stockholders and the Company. In any such case which does not result in termination of this Agreement, either the Representatives or the Depositor (other than under Section 8). In Company shall have the event of a default by any Underwriter as set forth in this Section 9, right to postpone the Firm Shares Closing Date shall be postponed or the Additional Shares Closing Date, as the case may be, but in no event for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Depositor and any nondefaulting default of any such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the [Initial] Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the [Initial] Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor non-defaulting Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8). In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the [•] Offered Notes agreed to be purchased by such Underwriters hereunder and such failure to purchase or pay shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such [•] Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions that which the amount of [•] Offered Notes set forth opposite their names in Schedule 1 bears to the aggregate amount of [•] Offered Notes set forth opposite the names of all the remaining Underwriters) the [•] Offered Notes which the defaulting Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of [•] Offered Notes which the defaulting Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of all of the [•] Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the [•] Offered Notes and if such nondefaulting Underwriters do not purchase all the [•] Offered Notes, this Agreement will terminate without liability (except the Depositor’s liability under Section 6(j)) to any nondefaulting Underwriter, the Trust or the Depositor (other than under Section 8)7). In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the Depositor Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Depositor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Notes that it or they are obligated to purchase hereunder on the Delivery Date, and pay for any the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters are obligated but fail or refuse to purchase is not more than one-tenth of the Offered aggregate principal amount of the Notes agreed to be purchased by such that the Underwriters hereunder and such failure are obligated to purchase or pay on the Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions proportion that the principal amount of Offered Notes set forth opposite their names its name in Schedule 1 I hereto bears to the aggregate principal amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the non-defaulting Underwriters agreed or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of J.X. Xxxxxx Securities LLC to purchase the Notes that such defaulting Underwriter or Underwriters are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Notes that in it or they are obligated to purchase on the event that Delivery Date and the aggregate principal amount of Offered Notes with respect to which the defaulting Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate principal amount of all of Notes that the Offered Notes set forth in Schedule 1, the remaining Underwriters shall have the right are obligated to purchase all, but shall on the Delivery Date and arrangements satisfactory to the Representatives and the Issuers for the purchase of such Notes by one or more non-defaulting Underwriters or other party or parties approved by the Representatives and the Issuers are not be under any obligation to purchase any, of the Offered Notes and if made within 36 hours after such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting Underwriter, the Trust or the Depositor party hereto (other than under Section 8)any defaulting Underwriter). In any such case that does not result in termination of this Agreement, either the Representatives or the Issuers shall have the right to postpone the Delivery Date, but in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained 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 shall relieve includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Issuers, purchases Notes that a defaulting Underwriter of its liabilityis obligated, if anybut fails or refuses, to the Depositor and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 9 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse to purchase Shares that it or they are obligated to purchase hereunder on the Initial Delivery Date, and pay for any the aggregate number of Shares that such defaulting Underwriter or Underwriters are obligated but fail or refuse to purchase is not more than one-tenth of the Offered Notes agreed to be purchased by such aggregate number of the Shares that the Underwriters hereunder and such failure are obligated to purchase or pay on the Initial Delivery Date, each non-defaulting Underwriter shall constitute a default be obligated, severally, in the performance of its or their obligations under this Agreement, the Representatives may make arrangements satisfactory to the Depositor in its sole discretion for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the remaining Underwriters shall be obligated severally and not jointly to take up and pay for (in the respective proportions proportion that the amount number of Offered Notes Initial Shares set forth opposite their names its name in Schedule 1 I hereto bears to the aggregate amount number of Offered Notes Initial Shares set forth opposite the names of all the remaining Underwriters) the Offered Notes which the non-defaulting Underwriters agreed or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of X.X. Xxxxxx Securities LLC to purchase the Shares that such defaulting Underwriter or Underwriters are obligated, but failed fail or refuse, to purchase; provided, however, . If any one or more of the Underwriters shall fail or refuse to purchase Shares that in it or they are obligated to purchase on the event that Initial Delivery Date and the aggregate amount number of Offered Notes Shares with respect to which the defaulting Underwriters agreed but failed to purchase shall exceed 10% such default occurs is more than one-tenth of the aggregate amount number of all of Shares that the Offered Notes set forth in Schedule 1Underwriters are obligated to purchase on the Initial Delivery Date and arrangements satisfactory to the Representatives, the remaining Selling Shareholder and the Partnership for the purchase of such Shares by one or more non-defaulting Underwriters shall have or other party or parties approved by the right to purchase allRepresentatives, but shall the Selling Shareholder and the Partnership are not be under any obligation to purchase any, of the Offered Notes and if made within five business days after such nondefaulting Underwriters do not purchase all the Offered Notesdefault, this Agreement will terminate without liability (except on the Depositor’s liability under Section 6(j)) to part of any nondefaulting Underwriter, the Trust or the Depositor party hereto (other than under Section 8)the defaulting Underwriter). In any such case that does not result in termination of this Agreement, any of the event of a default by any Underwriter as set forth in this Section 9Representatives, the Closing Date Selling Shareholder or the Partnership shall be postponed have the right to postpone the Initial Delivery Date, but in no event for such period, not exceeding longer than seven days, as the Depositor shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained If any one or more of the Underwriters shall fail or refuse to purchase Additional Shares that it or they are obligated to purchase hereunder on the Additional Shares Delivery Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion that the number of Initial Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Initial Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representatives may specify in accordance with the Agreement Among Underwriters of X.X. Xxxxxx Securities LLC, to purchase the Additional Shares that such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. 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 shall relieve includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Selling Shareholder and the Partnership, purchases Shares that a defaulting Underwriter of its liabilityis obligated, if anybut fails or refuses, to the Depositor and any nondefaulting Underwriter for damages occasioned purchase. Any notice under this Section 10 may be given by its default hereundertelegram, telecopy or telephone but shall be subsequently confirmed by letter.