Common use of Default by One or More of the Initial Purchasers Clause in Contracts

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the Representative case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at on the Closing Date to purchase the aggregate principal amount of Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserInitial Purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Notes to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial PurchaserPurchaser or the Company, except as provided in Section 10 hereof. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Pricing Disclosure Package or Offering and the Final Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10Section.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserInitial Purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number or aggregate principal amount amount, as the case may be, of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities set forth on Schedule A hereto, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities set forth on Schedule A hereto, the non-defaulting Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Initial Purchasers do not purchase all the Securities, this Agreement shall will terminate without liability on the part of any non-defaulting Initial PurchaserPurchaser or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.

Default by One or More of the Initial Purchasers. (a) If any one or more of the Initial Purchasers shall fail at the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser or Initial Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which it the defaulting Initial Purchaser or they are obligated Initial Purchasers agreed but failed to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities set forth in Schedule I hereto, each of the non-defaulting remaining Initial Purchasers shall be obligated, severally and not jointly, have the right to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear all, but shall not be under any obligation to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities exceeds 10% purchase any, of the aggregate principal amount Securities, and if such nondefaulting Initial Purchasers do not purchase all of the Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting nondefaulting Initial Purchaser from liability in respect of its defaultor the Company. In the event of a default by any such default which does not result Initial Purchaser as set forth in a termination of this AgreementSection 11, the Representative Closing Time shall have the right to postpone the Closing Date be postponed for a period such period, not exceeding seven days five Business Days, as the Initial Purchasers shall determine in order to effect any that the required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Initial Purchaser” includes Nothing contained in this Agreement shall relieve any person substituted for an defaulting Initial Purchaser under this Section 10of its liability, if any, to the Company and any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at on the Closing Issue Date to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Issue Date for a period not exceeding seven calendar days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the any Initial Purchasers Purchaser shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have non-defaulting Initial Purchasers may in their discretion arrange for the rightpurchase of such Defaulted Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours thereafterafter any such default by any Initial Purchaser, to make arrangements for one or more of the non-defaulting Initial PurchasersPurchasers do not arrange for the purchase of such Defaulted Securities, or any then the Company shall be entitled to a further period of 36 hours within which to procure other purchaser, persons satisfactory to the non-defaulting Initial Purchasers to purchase allsuch Defaulted Securities on such terms. (b) If, but not less than all, after giving effect to any arrangements for the purchase of the Defaulted Securities by the non-defaulting Initial Purchasers and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; ifparagraph (a) above, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesall the Securities to be purchased on such date, then the Company shall have the right to require each of the non-defaulting Initial Purchasers shall be obligatedPurchasers, severally and not jointly, to purchase the full principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Defaulted Securities in for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the proportions that their respective underwriting obligations hereunder bear to purchase of the underwriting obligations of all Defaulted Securities by the non-defaulting Initial Purchasers; or Purchasers and the Company as provided in paragraph (iia) if above, the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesall the Securities to be purchased on such date, or if the Company shall not exercise the right describe in paragraph (b) above, then this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 4 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. . (e) In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule A hereto that was substituted for an Initial Purchaser under pursuant to this Section 1011.

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

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representative(s) shall not have completed such arrangements within such 24-24 hour period, then: : (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder bear to the underwriting purchase obligations of all non-defaulting Initial Purchasers; or , or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Representative(s) or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 10Section. SECTION 12.

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

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserInitial Purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. 34 In the event of any such default which does not result in a termination of this Agreement, either the Representative Representatives or the Operating Partnership shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount at maturity of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount at maturity of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase and of the Company and the Guarantors to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company and the Guarantors to sell the relevant Option Securities, as the case may be, either (i) the Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial PurchaserPurchasers” includes any person substituted for an Initial Purchaser under this Section 1011.

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date or an Option Closing Date to purchase the aggregate principal amount of the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the principal amount of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder bear to the underwriting purchase obligations of all non-defaulting Initial Purchasers; or (iib) if the number principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Option Closing Date which occurs after the Closing Date, the obligation of the Initial Purchasers to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, the Representative Representatives shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date to purchase the aggregate principal amount of Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative remaining Initial Purchasers shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserInitial Purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; : if, however, the Representative Initial Purchasers shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Notes to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder with respect to the Notes bear to the underwriting purchase obligations of all non-defaulting Initial PurchasersPurchasers with respect to the Notes; provided, however, that no non-defaulting Initial Purchaser shall be obligated by this provision to purchase more than 110% of the principal amount of Notes that it agreed to purchase pursuant to the terms of Section 3, or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the Representative shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 109.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder the Company shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Initial Purchasers to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the principal amount thereof upon such terms herein set forth; if, however, the Company shall not have completed such arrangements within 72 hours after such default and the principal amount of unpurchased Securities exceeds 10% of the principal amount of such Securities to be purchased on such date, then this Agreement shall will terminate without liability on the part of to any non-defaulting Initial PurchaserPurchaser or the Company (except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 5(b) and except as otherwise set forth in Section 5(l)). No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10Section.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery that occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which that does not result in a termination of this AgreementAgreement or, in the Representative case of a Date of Delivery that is after the Closing Time, that does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven business days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement either the (i) Representative or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Preliminary Offering Memorandum, the Pricing Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If any one or more of the Initial Purchasers shall fail at the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser or Initial Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which it the defaulting Initial Purchaser or they are obligated Initial Purchasers agreed but failed to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities set forth in Schedule I hereto, each of the non-defaulting remaining Initial Purchasers shall be obligated, severally and not jointly, have the right to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear all, but shall not be under any obligation to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities exceeds 10% purchase any, of the aggregate principal amount Securities, and if such nondefaulting Initial Purchasers do not purchase all of the Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting nondefaulting Initial Purchaser from liability in respect of its defaultor the Company. In the event of a default by any such default which does not result Initial Purchaser as set forth in a termination of this AgreementSection 11, the Representative Closing Time shall have the right to postpone the Closing Date be postponed for a period such period, not exceeding seven days five Business Days, as the Initial Purchasers shall determine in order to effect any that the required changes in the General Disclosure Package or Offering Final Memorandum or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Initial Purchaser” includes Nothing contained in this Agreement shall relieve any person substituted for an defaulting Initial Purchaser under this Section 10of its liability, if any, to the Company and any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities, this Agreement shall terminate without liability on the part of any non-defaulting Initial PurchaserParty. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Partnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses as set forth in Section 4 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. In the event of any such default which does not result in a termination of this Agreement, the Representative Representatives or the Issuers shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Preferred Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representative you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representative shall you have not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount total number of Preferred Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective Initial Share underwriting obligations hereunder obligation proportions bear to the underwriting obligations obligation proportions of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount total number of Preferred Securities, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. 36 In the event of any such default which that does not result in a termination of this Agreement, either you or the Representative Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 109.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at on the Closing Date to purchase the aggregate principal amount of Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserInitial Purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Notes to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Notes to be purchased hereunder and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Notes are not made within 72 hours after the default, this Agreement shall terminate without liability on the part of any non-defaulting Initial PurchaserPurchaser or the Company, except as provided in Section 10 hereof. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Pricing Disclosure Package or Offering and the Final Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10Section.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour 24‑hour period, then: (i1) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii2) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the Representative shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities Units which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”Units"), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserInitial Purchasers, to purchase all, but not less than all, of the Defaulted Securities Units in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities Units does not exceed 10% of the aggregate principal amount number of SecuritiesUnits to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities Units exceeds 10% of the aggregate principal amount number of SecuritiesUnits to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Representatives or the Aladdin Parties shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 1013.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour 24‑hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting non‑defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting non‑defaulting Initial Purchasers; , or (ii) if the number principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting non‑defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either (i) the Representative or (ii) the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Representative, the Issuers or the Guarantors shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 10.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the number of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserunderwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Additional Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Additional Securities, as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Preliminary Offering Memorandum, the Pricing Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, the Company shall have the right, within 48 hours thereafter, to make arrangements for any other the Initial Purchasers to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon the terms herein set forth. In the event such arrangements are not made within 48 hours after such default, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

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

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which Notes that it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesAmount”), the Representative shall have the right, within 24 48 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial Purchasers, to purchase all, but not less than all, of the Defaulted Securities Amount of the Notes in such amounts as may be agreed upon and upon the terms herein set forth; ifforth herein. If, however, the Representative shall not have completed such arrangements within such 2448-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities Amount does not exceed 10% of the aggregate principal dollar amount of SecuritiesNotes to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder bear to the underwriting purchase obligations of all non-defaulting Initial Purchasers; or (iib) if the number of Defaulted Securities Amount exceeds 10% of the aggregate principal dollar amount of SecuritiesNotes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Initial PurchaserPurchasers. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser Purchasers from liability in with respect of to its default. In the event of any such default which does not result in a termination of this Agreement, either: (i) the Representative Representative; or (ii) the Corporation shall have the right to postpone the Closing Date Time for a period not exceeding seven business days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial PurchaserPurchasers” includes any person substituted for an Initial Purchaser under this Section 1011.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

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

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

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

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Designated Securities which it or they are obligated to purchase under this the applicable Purchase Agreement (the “Defaulted Securities”), then the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (iA) if the number or aggregate principal amount amount, as the case may be, of Defaulted Securities does not exceed 10% of the number or aggregate principal amount amount, as the case may be, of SecuritiesDesignated Securities to be purchased on such date pursuant to such Purchase Agreement, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder under such Purchase Agreement bear to the underwriting purchase obligations of all non-defaulting Initial Purchasers; , or (iiB) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the number or aggregate principal amount amount, as the case may be, of SecuritiesDesignated Securities to be purchased on such date pursuant to such Purchase Agreement, this such Purchase Agreement shall terminate without liability on the part of any non-defaulting Initial PurchaserPurchaser or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of to its default. In the event of any such default which does not result in a termination of this Agreement, the applicable Purchase Agreement either the Representative or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time, or, if any Option Securities are purchased, the Date of Delivery, to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone Closing Time or, in the Closing case of any Option Securities, the Date of Delivery, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date to purchase the aggregate principal amount of Securities Notes which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative remaining Initial Purchasers shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserInitial Purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as 22 may be agreed upon and upon the terms herein set forth; : if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Notes to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; provided, however, that no non-defaulting Initial Purchaser shall be obligated by this provision to purchase more than 110% of the principal amount of Notes that it agreed to purchase pursuant to the terms of Section 2, or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Initial Purchasers or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 109.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at on the Closing Issue Date to purchase the aggregate principal amount of Securities which Notes that it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount at maturity of Securitiesthe Notes to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities Notes exceeds 10% of the aggregate principal amount at maturity of Securitiesthe Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Issue Date for a period not exceeding seven calendar days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the amount of Securities set forth opposite their respective names on Schedule I bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail at the Closing Date or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities default occurs exceeds 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party except that the provisions of Section 5 and Section 7 shall at all times be effective and shall survive such termination, but only as to such non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its defaultPurchasers. In the event of any such default which does not result in a termination of this Agreement, case either the Representative Initial Purchasers on the one hand or the Company on the other hand shall have the right to postpone the Closing Date Date, as the case may be, but in no event for a period not exceeding longer than seven days in order that any changes to effect any required changes in the General Disclosure Package or Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10arrangements deemed necessary or desirable may be effected.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting nondefaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting nondefaulting Initial Purchaser. No action taken pursuant to this Section 10 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven business days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which Debentures that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representative ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representative shall you have not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount total number of SecuritiesFirm Debentures, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective Initial Share underwriting obligations hereunder obligation proportions bear to the underwriting obligations obligation proportions of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount total number of SecuritiesFirm Debentures, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement, either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or the Representative Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an any Initial Purchaser under this Section 1012.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time or the Additional Closing Time, as the case may be, to purchase the aggregate principal amount of Securities which it or they are obligated have agreed to purchase under this Agreement (the “Defaulted Securities”), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement either (i) the Representative Representatives or (ii) the Company shall have the right to postpone Closing Time or the Additional Closing Date Time, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder bear to the underwriting purchase obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the (i) Representative or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10‎11.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. NY\5751006 In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-24 hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser, except that the provisions of Sections 1, 7, 8, 9 and 17 shall survive such termination and remain in full force and effect. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used hereinin this Agreement, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10Section.

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

Default by One or More of the Initial Purchasers. (a) If either one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are is obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative other Initial Purchaser shall have the right, within 24 hours thereafter, to purchase, or make arrangements for one or more of the non-defaulting Initial Purchasersother qualified initial purchasers to purchase, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative such other Initial Purchaser shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers Purchaser shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasersthereof; or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser. . (c) No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. . (d) In the event of any such default which does not result in a termination of this Agreement, either the Representative Initial Purchasers or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 1011.

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are is obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative other Initial Purchaser (the “Non-Defaulting Initial Purchaser”) shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasersto purchase all, or for any other purchaser, Initial Purchaser to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Non-Defaulting Initial Purchaser shall not have completed competed such arrangements within such 24-24 hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the nonNon-defaulting Defaulting Initial Purchasers Purchaser shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; thereof, or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Non-Defaulting Initial Purchaser to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any nonsuch Non-defaulting Defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the Representative case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Initial Purchasers or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or and Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative M▇▇▇▇▇▇ L▇▇▇▇ shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative M▇▇▇▇▇▇ L▇▇▇▇ shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either M▇▇▇▇▇▇ L▇▇▇▇ or the Representative Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:then with respect to each series of notes to be purchased hereunder; (ia) if the aggregate principal amount of Defaulted Securities of a series of notes does not exceed 10% of the aggregate principal amount of Securitiesthe Securities of such series to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations with respect to such series hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; Purchasers with respect to such series, or (iib) if the number principal amount of Defaulted Securities of a series of notes exceeds 10% of the aggregate principal amount of Securitiessuch series of notes to be purchased hereunder, this Agreement shall terminate with respect to such series without liability on the part of any non-defaulting Initial PurchaserPurchaser with respect to such series. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 10Section.

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase purchase, each severally and not jointly, all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if then this Agreement or, with respect to any Date of Delivery which occurs after the aggregate principal amount of Defaulted Securities does not exceed 10% Closing Time, the obligation of the aggregate principal amount of Securities, each Initial Purchasers to purchase and of the non-defaulting Initial Purchasers shall Company to sell the Additional Notes to be obligated, severally purchased and not jointly, to purchase the full amount sold on such Date of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities, this Agreement Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the Representative case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and of the Company to sell the Additional Notes to be purchased and sold on such Date of Delivery, as the case may be, either the Representatives or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder bear to the underwriting purchase obligations of all non-defaulting Initial Purchasers; , or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.11. Houston 3170177v.5

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

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

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder bear to the underwriting purchase obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase, and the Company to sell, the Optional Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the Representative case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Optional Securities, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1011.

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

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

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

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

Default by One or More of the Initial Purchasers. (a) If ------------------------------------------------ one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Preferred Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representative you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representative shall you have not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount total number of Preferred Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective Initial Share underwriting obligations hereunder obligation proportions bear to the underwriting obligations obligation proportions of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount total number of Preferred Securities, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement, either you or the Representative Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 109.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 2436-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities, this Agreement shall terminate without liability on the part of any of the Company or the Guarantors (except for payment of expenses as set forth in Section 4) or on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the Representative Representatives shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.

Default by One or More of the Initial Purchasers. (a) If any one or more of the Initial Purchasers shall fail at the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser or Initial Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of Securities which it the defaulting Initial Purchaser or they are obligated Initial Purchasers agreed but failed to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities set forth in Schedule I hereto, each of the non-defaulting remaining Initial Purchasers shall be obligated, severally and not jointly, have the right to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear all, but shall not be under any obligation to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities exceeds 10% purchase any, of the aggregate principal amount Securities, and if such nondefaulting Initial Purchasers do not purchase all of the Securities, this Agreement shall will terminate without liability on the part of to any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting nondefaulting Initial Purchaser from liability in respect of its defaultor the Company. In the event of a default by any such default which does not result Initial Purchaser as set forth in a termination of this AgreementSection 11, the Representative Closing Time shall have the right to postpone the Closing Date be postponed for a period such period, not exceeding seven days five Business Days, as the Initial Purchasers shall determine in order to effect any that the required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangementsarrangements may be effected. As used herein, the term “Initial Purchaser” includes Nothing contained in this Agreement shall relieve any person substituted for an defaulting Initial Purchaser under this Section 10of its liability, if any, to the Company and any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (any such Initial Purchaser, a “Defaulting Initial Purchaser” and the Securities which such Defaulting Initial Purchasers have failed to purchase hereunder, the “Defaulted Securities”), the Representative shall have the right, within 24 48 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour 48‑hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the Representative shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative Initial Purchasers shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Initial Purchasers shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting purchase obligations hereunder bear to the underwriting purchase obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial PurchaserPurchasers. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Initial Purchasers or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Time of Sale Memorandum, the Final Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 1013.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount at maturity of Securitiesthe Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount at maturity of Securitiesthe Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Initial Purchasers to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and the Company to sell the relevant Option Securities, as the case may be, either (i) the Representative or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” Purchasers" includes any person substituted for an Initial Purchaser under this Section 1011.

Default by One or More of the Initial Purchasers. (a) If one or more of the Initial Purchasers shall fail at the Closing Date Time to purchase the aggregate principal amount of Original Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representative Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaserinitial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative Representatives shall not have completed such arrangements within such 24-hour period, thenthen the Company shall have 24 hours to procure another purchaser of Defaulted Securities satisfactory to the Representatives. If after arrangements by the Representatives or the Company for the purchase of Defaulted Securities: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Original Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Original Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 11 shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “"Initial Purchaser” " includes any person substituted for an Initial Purchaser under this Section 1011.

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

Default by One or More of the Initial Purchasers. (a) If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the amount of Securities set forth opposite their respective names on Schedule I bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail at the Closing Date or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or (ii) if the number of Defaulted Securities default occurs exceeds 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party except that the provisions of Section 5, Section 7 and Section 10 shall at all times be effective and shall survive such termination, but only as to such non-defaulting Initial Purchaser. No action taken pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its defaultPurchasers. In the event of any such default which does not result in a termination of this Agreement, case either the Representative Initial Purchasers on the one hand or the Company on the other hand shall have the right to postpone the Closing Date Date, as the case may be, but in no event for a period not exceeding longer than seven days in order that any changes to effect any required changes in the General Disclosure Package or Final Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section 10arrangements deemed necessary or desirable may be effected.