Common use of Defaulting Underwriter Clause in Contracts

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Certificates that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities Offered Certificates by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SecuritiesOffered Certificates, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities Offered Certificates on such terms. If other persons become obligated or agree to purchase the Securities Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Depositor may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 1011, purchases Securities Offered Certificates that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, then the Company Depositor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder) of the Securities Offered Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Certificates that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities Offered Certificates by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SecuritiesOffered Certificates, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities Offered Certificates on such terms. If other persons become obligated or agree to purchase the Securities Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Depositor may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 1011, purchases Securities Offered Certificates that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, then the Company Depositor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder) of the Securities Offered Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Certificates that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities Offered Certificates by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SecuritiesOffered Certificates, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities Offered Certificates on such terms. If other persons become obligated or agree to purchase the Securities Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Depositor may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 10, purchases Securities Offered Certificates that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, then the Company Depositor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder) of the Securities Offered Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Certificates that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities Offered Certificates by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SecuritiesOffered Certificates, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities Offered Certificates on such terms. If other persons become obligated or agree to purchase the Securities Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Depositor may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 10, purchases Securities Offered Certificates that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, then the Company Depositor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder) of the Securities Offered Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Certificates that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities Offered Certificates by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SecuritiesOffered Certificates, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities Offered Certificates on such terms. If other persons become obligated or agree to purchase the Securities Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Depositor may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 1011, purchases Securities Offered Certificates that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, then the Company Depositor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder) of the Securities Offered Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-non- defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Certificates that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities Offered Certificates by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SecuritiesOffered Certificates, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities Offered Certificates on such terms. If other persons become obligated or agree to purchase the Securities Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Depositor may postpone the Closing Date for up to five (5) full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 1011, purchases Securities Offered Certificates that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, then the Company Depositor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder) of the Securities Offered Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Certificates that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities Offered Certificates by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SecuritiesOffered Certificates, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities Offered Certificates on such terms. If other persons become obligated or agree to purchase the Securities Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Depositor may postpone the Closing Date for up to five (5) full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 1011, purchases Securities Offered Certificates that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, then the Company Depositor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder) of the Securities Offered Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.]

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Certificates that it has agreed to purchase hereunder, the non-defaulting Underwriters Underwriter may in their its discretion arrange for the purchase of such Securities Offered Certificates by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do Underwriter does not arrange for the purchase of such SecuritiesOffered Certificates, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters Underwriter to purchase such Securities Offered Certificates on such terms. If other persons become obligated or agree to purchase the Securities Offered Certificates of a defaulting Underwriter, either the non-defaulting Underwriters Underwriter or the Company Depositor may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 1011, purchases Securities Offered Certificates that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriter, if any, and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, then the Company Depositor shall have the right to require each the non-defaulting Underwriter to purchase the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder plus such Underwriter’s 's pro rata share (based on the principal amount of Securities Offered Certificates that such Underwriter agreed to purchase hereunder) of the Securities Offered Certificates of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Certificates of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters Underwriter, if any, and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount of such Securities Offered Certificates that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the SecuritiesOffered Certificates, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities Offered Notes that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities Offered Notes by other persons satisfactory to the Company Depositor on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such SecuritiesOffered Notes, then the Company Depositor shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities Offered Notes on such terms. If other persons become obligated or agree to purchase the Securities Offered Notes of a defaulting Underwriter, either the non-defaulting Underwriters or the Company Depositor may postpone the Closing Date for up to five (5) full business days in order to effect any changes that in the opinion of counsel for the Company Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information Statement and the Prospectus or in any other document or arrangement, and the Company Depositor agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 I hereto that, pursuant to this Section 1011, purchases Securities Offered Notes that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities Offered Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount balance of such Securities Offered Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount balance of all the SecuritiesOffered Notes, then the Company Depositor shall have the right to require each non-defaulting Underwriter to purchase the principal amount balance of Securities Offered Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount balance of Securities Offered Notes that such Underwriter agreed to purchase hereunder) of the Securities Offered Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities Offered Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company Depositor as provided in paragraph (a) above, the aggregate principal amount balance of such Securities Offered Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount balance of all the SecuritiesOffered Notes, or if the Company Depositor shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on Underwriters or the part of the CompanyDepositor, except that the Company Depositor will continue to be liable for the payment of expenses as set forth in Section 11 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Depositor or any non-defaulting Underwriter for damages caused by its default.]