Common use of Defaulting Underwriter Clause in Contracts

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, If any one or more of the several Underwriters 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 which such defaulting Underwriter or Underwriters 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 Underwriters shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date. If any one or more of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, Securities and the aggregate principal amount number of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates Securities with respect to which such default occurs is more than one-tenth exceeds 10% of the aggregate principal amount number of Certificates Securities to be purchased on such date the Closing Date, and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor Company for the purchase of such Certificates Securities are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or party to any other party except that the provisions of the DepositorSections 6, 8, 9 and 10 hereof shall at all times be effective and shall survive such termination. In any such case either such non-defaulting Underwriter the Underwriters or the Depositor Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days, days in order that the required changes, if any, in to the Final Prospectus Supplement or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 12. Any action taken under this paragraph Section 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such an Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, the other Underwriter shall be obligated to purchase the Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 3 2 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Certificates, without the written consent of such Underwriter, and provided further provided, further, that no Underwriter shall be obligated under this Section 9 to purchase Offered Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Offered Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriters shall be obligated (on a pro rata basis according to the respective principal amounts of Certificates that such other Underwriters otherwise agreed to purchase hereunder) to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 2 of this Agreement be increased pursuant to this Section 9 of this Agreement by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 of this Agreement to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided provided, further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriters shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor, except that Depositor will continue to be liable for the payment of expenses as set forth in Section 5(h) and the provisions of Section 7 herein remain in effect. In any such case either such non-defaulting Underwriter Underwriters or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, the each other Underwriter shall be obligated to purchase a pro rata portion (based on the allocation set forth on Schedule I) of the Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 3 2 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Certificates, without the written consent of such Underwriter, and provided further provided, further, that no Underwriter shall be obligated under this Section 9 to purchase Offered Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Offered Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either any such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriters shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor, except that Depositor will continue to be liable for the payment of expenses as set forth in Section 5(h) and the provisions of Section 7 remain in effect. In any such case either such non-defaulting Underwriter Underwriters or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, the other Underwriter shall be obligated to purchase the Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided provided, that in no event shall the principal amount of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Offered Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Offered Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Certificates Firm Shares that it has or they have agreed to purchase hereunder on such datehereunder, and the aggregate principal amount number of Certificates which Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of Certificates to be purchased on such datethe Firm Shares, the other each non-defaulting Underwriter shall be obligated obligated, severally, in the proportion in which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the Representative may specify in the Agreement Among Underwriters, to purchase the Certificates which Firm Shares that such defaulting Underwriter agreed or Underwriters agreed, but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that purchase. If any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the or Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date Firm Shares and the aggregate principal amount number of Certificates Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Certificates to be purchased on such date Firm Shares and arrangements satisfactory to the non-defaulting Underwriter Representative and the Depositor Company for the purchase of such Certificates Firm Shares are not made within 36 48 hours after such default, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or of the DepositorCompany. In any such case that does not result in termination of this Agreement, either such non-defaulting Underwriter the Representative or the Depositor Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, the each other Underwriter shall be obligated to purchase a pro rata portion (based on the allocation set forth on Schedule I) of the Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 3 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Certificates, without the written consent of such Underwriter; provided, and provided further further, that no Underwriter shall be obligated under this Section 9 to purchase Offered Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Offered Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either any such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriters shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter Underwriters or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriters shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriter(s) shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriter(s) and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either any such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any one or more of the Underwriters shall fail defaults on its or refuse their obligation to purchase Certificates Units that it has or they have agreed to purchase hereunder on such datehereunder, and the aggregate principal amount of Certificates which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than exceed one-tenth of the aggregate principal amount of Certificates Units to be purchased on such datethe Closing Date, the other Underwriter Underwriters shall be obligated obligated, severally, in the proportions that the principal amount of Units set forth opposite their respective names on Schedule I bears to the aggregate principal amount of Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the Certificates which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date; provided that in no event shall the principal amount of Certificates Units that any Underwriter has agreed to purchase pursuant to Section 3 this Agreement be increased pursuant to this Section 9 9B by an amount in excess of one-ninth of such principal amount of Certificates, Units without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, . (b) If any one or more of the Underwriters shall fail or refuse to purchase Certificates that Units and the aggregate number of Units which it has or they have agreed to purchase hereunder on such date the Closing Date and the aggregate principal amount of Certificates Units with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates Units to be purchased on such date Closing Date, and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor Partnership for the purchase of such Certificates Units are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the DepositorPartnership Entities. In any such case either such non-defaulting Underwriter the Underwriters or the Depositor Partnership Entities shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph . (c) Nothing contained herein shall not relieve any a defaulting Underwriter from liability in respect of any default of such liability it may have to the Partnership Entities or any non-defaulting Underwriter under this Agreementfor damages caused by its default.

Defaulting Underwriter. If, on the Closing Date, any (a) If one or more of the Underwriters shall fail at the Closing Time or refuse a Date of Delivery to purchase Certificates that the Shares which it has agreed or they are obligated to purchase hereunder on such dateunder this Agreement (the “Defaulted Securities”), and the aggregate principal amount Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of Certificates which such the non-defaulting Underwriter agreed but failed Underwriters, or refused any other underwriters, to purchase is all, but not more less than one-tenth all, of the aggregate principal amount Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Certificates Defaulted Securities does not exceed 10% of the number of Shares to be purchased on such date, each of the other Underwriter non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the Certificates which such full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall Underwriters, or (ii) if the principal amount number of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one Defaulted Securities exceeds 10% of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount number of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates Shares to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Certificates are not made within 36 hours after such defaultdate, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Selling Stockholders to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter or of the DepositorUnderwriter. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any No action taken under pursuant to this paragraph Section 12 shall not relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of such this Agreement 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 Underwriters to purchase and the Selling Stockholders to sell the relevant Optional Shares, as the case may be, either the (i) Representatives, (ii) the Company or (iii_ the Selling Stockholders shall have the right to postpone 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 Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this AgreementSection 12.

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, the each other Underwriter shall be obligated to purchase a pro rata portion (based on the allocation set forth on Schedule I) of the Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 3 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Certificates, without the written consent of such Underwriter, and provided further provided, further, that no Underwriter shall be obligated under this Section 9 to purchase Offered Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Offered Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either any such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any one of the Underwriters shall fail or refuse to purchase Certificates Notes that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates Notes which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-one tenth of the aggregate principal amount of Certificates Notes to be purchased on such date, the other Underwriter Underwriters shall be obligated severally in the proportions that the principal amount of Notes set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters to purchase the Certificates Notes which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters Date any Underwriter shall fail or refuse to purchase Certificates that Notes which it has or they have agreed to purchase hereunder on such date and the aggregate principal amount of Certificates Notes with respect to which such default occurs is more than one-one tenth of the aggregate principal amount of Certificates Notes to be purchased on such date date, and arrangements satisfactory to the non-non defaulting Underwriter Underwriters and the Depositor Partnership for the purchase of such Certificates Notes are not made within 36 hours after such default, then the Partnership shall have an additional 36 hours to procure additional purchasers. If the Partnership fails to procure additional purchasers, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter Underwriters or of the Depositor. In Partnership or any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effectedGuarantor. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any one or more of the Underwriters shall fail defaults on its or refuse their obligation to purchase Certificates Units that it has or they have agreed to purchase hereunder on such datehereunder, and the aggregate principal amount of Certificates which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than exceed one-tenth of the aggregate principal amount of Certificates Units to be purchased on such datethe Closing Date, the other Underwriter Underwriters shall be obligated obligated, severally, in the proportions that the principal amount of Units set forth opposite their respective names on Schedule I bears to the aggregate principal amount of Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the Certificates which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date; provided that in no event shall the principal amount of Certificates Units that any Underwriter has agreed to purchase pursuant to Section 3 this Agreement be increased pursuant to this Section 9 9A by an amount in excess of one-ninth of such principal amount of Certificates, Units without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, . (b) If any one or more of the Underwriters shall fail or refuse to purchase Certificates that Units and the aggregate number of Units which it has or they have agreed to purchase hereunder on such date the Closing Date and the aggregate principal amount of Certificates Units with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates Units to be purchased on such date Closing Date, and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor Partnership for the purchase of such Certificates Units are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the DepositorPartnership Entities. In any such case either such non-defaulting Underwriter the Underwriters or the Depositor Partnership Entities shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph . (c) Nothing contained herein shall not relieve any a defaulting Underwriter from liability in respect of any default of such liability it may have to the Partnership Entities or any non-defaulting Underwriter under this Agreementfor damages caused by its default.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriters shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter Underwriters or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriters shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter Underwriters or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, the other Underwriter shall be obligated to purchase the Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Offered Certificates, without the written consent of such Underwriter, and provided further provided, further, that no Underwriter shall be obligated under this Section 9 to purchase Offered Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Offered Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth one‑tenth of the aggregate principal amount of Offered Certificates to be purchased on such date, the each other Underwriter shall be obligated to purchase a pro rata portion (based on the allocation set forth on Schedule I) of the Offered Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Offered Certificates that any Underwriter has agreed to purchase pursuant to Section 3 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth one‑ninth of such principal amount of Offered Certificates, without the written consent of such Underwriter, and provided further provided, further, that no Underwriter shall be obligated under this Section 9 to purchase Offered Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Offered Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Offered Certificates with respect to which such default occurs is more than one-tenth one‑tenth of the aggregate principal amount of Offered Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter non‑defaulting Underwriters and the Depositor for the purchase of such Offered Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting non‑defaulting Underwriter or of the Depositor. In any such case either any such non-defaulting non‑defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any If one of the Underwriters participating in the public offering of the Underwritten Certificates shall fail or refuse at the Closing Date to purchase the Underwritten Certificates that it has agreed is obligated to purchase hereunder on (the "Defaulted Securities"), then the non-defaulting Underwriter shall have the right, within 24 hours thereafter, to make arrangements for the non-defaulting Underwriter, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such dateamounts as may be agreed upon and upon the terms herein set forth. If, and however, the non-defaulting Underwriter has not completed such arrangements within such 24-hour period, then (a) if the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is Defaulted Securities does not more than one-tenth exceed 10% of the aggregate principal amount of the Underwritten Certificates to be purchased on such datepursuant to this Agreement, the other non-defaulting Underwriter named in this Agreement shall be obligated to purchase the Certificates which full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriter agreed but failed or refused to purchase on such dateUnderwriter; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and or (b) if the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth Defaulted Securities exceeds 10% of the aggregate principal amount of the Underwritten Certificates to be purchased on such date and arrangements satisfactory pursuant to the non-defaulting Underwriter and the Depositor for the purchase of such Certificates are not made within 36 hours after such defaultthis Agreement, this Agreement shall terminate terminate, without any liability on the part of the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter or from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section 9, each of the Depositor. In any such case either such non-defaulting Underwriter or Underwriters and the Depositor Company shall have the right to postpone the Closing Date, but in no event Date for longer than seven days, a period not exceeding five Business Days in order that the any required changes, if any, changes in the Registration Statement or Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse on the Closing Date to purchase Certificates that the Securities which it has agreed or they are obligated to purchase hereunder on under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such dateamounts as may be agreed upon and upon the terms herein set forth; if, and however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is the Defaulted Securities does not more than one-tenth exceed 10% of the aggregate principal amount of Certificates the Securities to be purchased on such datehereunder, the other Underwriter non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the Certificates which such full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of CertificatesUnderwriters, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and or (b) if the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth the Defaulted Securities exceeds 10% of the aggregate principal amount of Certificates the Securities to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Certificates are not made within 36 hours after such defaulthereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter or from liability in respect of the Depositorits default. In the event of any such case either such non-defaulting Underwriter default which does not result in a termination of this Agreement, the Representatives or the Depositor Company shall have the right to postpone the Closing Date, but in no event Date for longer than a period not exceeding seven days, days in order that the to effect any required changes, if any, changes in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementarrangements.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriters or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriter(s) shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriter(s) and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either any such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriters shall be obligated to purchase the Certificates which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriters or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse defaults on its obligation to purchase Certificates Securities that it has or they have agreed to purchase hereunder on such datehereunder, and the aggregate principal amount of Certificates Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than exceed one-tenth of the aggregate principal amount of Certificates Securities to be purchased on such datethe Closing Date, the other Underwriter Underwriters shall be obligated obligated, severally, in the proportions that the principal amount of Securities set forth opposite their respective names on Schedule 1 bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, to purchase the Certificates Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date; provided that in no event shall the principal amount of Certificates Securities that any Underwriter has agreed to purchase pursuant to Section 3 this Agreement be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, Securities without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, . (b) If any one or more of the Underwriters shall fail or refuse to purchase Certificates that Securities and the aggregate number of Securities which it has or they have agreed to purchase hereunder on such date the Closing Date and the aggregate principal amount of Certificates Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates Securities to be purchased on such date Closing Date, and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor Company for the purchase of such Certificates Securities are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the DepositorCompany. In any such case either such non-defaulting Underwriter the Underwriters or the Depositor Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Time of Sale Information, the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph . (c) Nothing contained herein shall not relieve any a defaulting Underwriter from liability in respect of any default of such liability it may have to the Company or any non-defaulting Underwriter under this Agreementfor damages caused by its default.

Defaulting Underwriter. If, on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse defaults on its obligation to purchase Certificates the Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Certificates the Shares which such defaulting Underwriter agreed but failed or refused Underwriters defaulted on its or their obligation to purchase is does not more than one-tenth exceed 10% of the aggregate principal amount number of Certificates the Shares to be purchased on such date, the non-defaulting Underwriters may make arrangements for the purchase of such Shares by other Underwriter persons satisfactory to the Company on the terms contained in this Agreement, including any of the non-defaulting Underwriters. If no such arrangements are made within 48 hours after any such default by any Underwriter, the non-defaulting Underwriters shall be obligated obligated, severally and not jointly, in the proportions that the number of Shares set forth opposite their respective names on Schedule 1 bears to the aggregate number of Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, If on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse defaults on its obligation to purchase Certificates the Shares that it has or they have agreed to purchase hereunder on such date date, and the aggregate principal amount number of Certificates with respect to the Shares which such default occurs is more than one-tenth defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase exceeds 10% of the aggregate principal amount number of Certificates the Shares to be purchased on such date date, and arrangements satisfactory to the non-defaulting Underwriter Representative and the Depositor Company for the purchase of such Certificates Shares are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the DepositorCompany. In the event of a default by any such case either such non-defaulting Underwriter or Underwriters as set forth in this Section 10, the Depositor shall have Initial Closing Date or the right to postpone the Option Closing Date, but in no event as the case may be, shall be postponed for longer than seven dayssuch period, not exceeding five business days in order to effect any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other documents document or arrangements may be effectedarrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any such default of any such default of any such Underwriter or Underwriters under this Agreement. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Defaulting Underwriter. If, on the Closing Date, any If one or more of the Underwriters shall fail or refuse on the Closing Date to purchase Certificates that the Securities which it has agreed or they are obligated to purchase hereunder on under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such dateamounts as may be agreed upon and upon the terms herein set forth; if, and however, the Representatives shall not have completed such arrangements within such 24- hour period, then: (a) if the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is the Defaulted Securities does not more than one-tenth exceed 10% of the aggregate principal amount of Certificates the Securities to be purchased on such datehereunder, the other Underwriter non-defaulting Underwriters shall be obligated obligated, severally and not jointly, to purchase the Certificates which such full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of CertificatesUnderwriters, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and or (b) if the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth the Defaulted Securities exceeds 10% of the aggregate principal amount of Certificates the Securities to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter and the Depositor for the purchase of such Certificates are not made within 36 hours after such defaulthereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter or from liability in respect of the Depositorits default. In the event of any such case either such non-defaulting Underwriter default which does not result in a termination of this Agreement, the Representatives or the Depositor Company shall have the right to postpone the Closing Date, but in no event Date for longer than a period not exceeding seven days, days in order that the to effect any required changes, if any, changes in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementarrangements.

Defaulting Underwriter. If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates Underwritten Notes that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates Underwritten Notes which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates Underwritten Notes to be purchased on such date, the other Underwriter Underwriters shall be obligated to purchase the Certificates Underwritten Notes which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates Underwritten Notes that any Underwriter has agreed to purchase pursuant to Section 3 2 be increased pursuant to this Section 9 10 by an amount in excess of one-ninth of such principal amount of CertificatesUnderwritten Notes, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, on the Closing Date, one of the Underwriters shall fail or refuse to purchase Certificates Underwritten Notes that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates Underwritten Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates Underwritten Notes to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriters and the Depositor for the purchase of such Certificates Underwritten Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.of

Defaulting Underwriter. (a) If, on the Closing Date, any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Certificates which such defaulting Underwriter agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date, the other Underwriter Underwriter(s) shall be obligated to purchase the additional Certificates of each class such Underwriter was otherwise obligated to purchase hereunder and which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. . (b) If, on the Closing Date, one any of the Underwriters shall fail or refuse to purchase Certificates that it has agreed to purchase hereunder on such date and the aggregate principal amount of Certificates with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Certificates to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriter Underwriter(s) and the Depositor for the purchase of such Certificates are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Depositor. In any such case either any such non-defaulting Underwriter or the Depositor shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriter. If, on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse defaults on its obligation to purchase Certificates the Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Certificates the Shares which such defaulting Underwriter agreed but failed or refused Underwriters defaulted on its or their obligation to purchase is does not more than one-tenth exceed 10% of the aggregate principal amount number of Certificates the Shares to be purchased on such date, the non-defaulting Underwriters may make arrangements for the purchase of such Shares by other Underwriter persons satisfactory to the Company on the terms contained in this Agreement, including any of the non-defaulting Underwriters. If no such arrangements are made within 48 hours after any such default by any Underwriter, the non-defaulting Underwriters shall be obligated obligated, severally and not jointly, in the proportions that the number of Shares set forth opposite their respective names on Schedule 1 bears to the aggregate number of Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Certificates Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Certificates that any Underwriter has agreed to purchase pursuant to Section 3 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such principal amount of Certificates, without the written consent of such Underwriter, and provided further that no Underwriter shall be obligated under this Section 9 to purchase Certificates of a Class that it is not otherwise obligated to purchase under this Agreement. If, If on the Initial Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse defaults on its obligation to purchase Certificates the Shares that it has or they have agreed to purchase hereunder on such date date, and the aggregate principal amount number of Certificates with respect to the Shares which such default occurs is more than one-tenth defaulting Underwriter or Underwriters defaulted on its or their obligation to purchase exceeds 10% of the aggregate principal amount number of Certificates the Shares to be purchased on such date date, and arrangements satisfactory to the non-defaulting Underwriter Representative and the Depositor Company for the purchase of such Certificates Shares are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the DepositorCompany. In the event of a default by any such case either such non-defaulting Underwriter or Underwriters as set forth in this Section 10, the Depositor shall have Initial Closing Date or the right to postpone the Option Closing Date, but in no event as the case may be, shall be postponed for longer than seven dayssuch period, not exceeding five business days in order to effect any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other documents document or arrangements may be effectedarrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any such default of any such default of any such Underwriter or Underwriters under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase.