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

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall (including due to the exercise of Statutory Loss Absorption Powers described in Section 17 hereof) fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representatives Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative(s) shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the number or aggregate principal amount amount, as the case may be, of Defaulted Securities does not exceed 10% of the number or aggregate principal amount amount, as the case may be, of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the number or aggregate principal amount amount, as the case may be, of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms 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 any Underwriter no longer obligated to purchase the Underwritten Securities in accordance with the exercise of Statutory Loss Absorption Powers described in Section 17 hereof) from liability in respect of its failure or default. In the event of any such failure or default which does not result in a termination of this the applicable Terms Agreement, either the Representatives Representative(s) or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24 hour period, then: (ia) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased at Closing Time, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased at Closing Time, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration StatementGeneral Disclosure Package, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted Securities”), then 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the number or aggregate principal amount amount, as the case may be, of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities set forth on Schedule 1 hereto, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; Underwriters or in such other proportions as the Representatives may specify, or (iib) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities set forth on Schedule 1 hereto, the non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Underwriting Agreement shall will terminate without liability on the part of to any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall 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 this Underwriting Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either (i) the Representatives Representative or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters approved by the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5 and except that Sections 2, 7, 8 and 9 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representatives remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the number or aggregate principal amount of Defaulted Securities does not exceed 10% of the number or aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number or aggregate principal amount of Defaulted Securities exceeds 10% of the number or aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 8 shall relieve any defaulting Underwriter from liability it may have to the Company or any non-defaulting Underwriter in respect of its default. In the event of any such default which does not result in a termination of this the applicable Terms Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Time of Sale Prospectus 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in the public offering of the Offered Certificates shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities Offered Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesOffered Certificates”), then such of the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Offered Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall you have not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities Offered Certificates does not exceed 10% of the aggregate principal amount of Securitiesthe Offered Certificates to be purchased pursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities Offered Certificates exceeds 10% of the aggregate principal amount of Securitiesthe Offered Certificates to be purchased pursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 10 13 shall relieve any defaulting Underwriter from any liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriters as set forth in a termination of this AgreementSection 13, either you or the Representatives Depositor shall have the right to postpone the Closing Date Time for a period not exceeding seven days five (5) Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters approved by the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5 hereof and except that Sections 2, 7, 8 and 9 hereof shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section 10 11 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), then 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter, except for the indemnification and contribution agreements in Sections 6 and 7 hereof. No action taken pursuant to this Section 10 shall 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 this the applicable Terms Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such the Securities constituting Defaulted Securities in the proportions that their respective underwriting obligations of the Securities hereunder bear to the underwriting obligations of the Securities of all non-defaulting Underwriters; , or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder and arrangements satisfactory to the Underwriters and the Company for the purchase of such Securities are not made within 36 hours of such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 11 shall 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 this Agreement, any of the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Time of Sale Prospectus and the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters approved by the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24‑hour 24 hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 5 (it being understood that the fees and expenses referred to in clause (v) of Section 5 would in such event be payable by the Representatives) and except that Sections 2, 7, 8 and 9 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 1011.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representatives Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative(s) shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this the applicable Terms Agreement, either the Representatives Representative(s) or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesNotes to be purchased on such date, each of the non-defaulting non‑defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting non‑defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesNotes to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting non‑defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, Agreement either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, Agreement either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

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

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date to purchase the aggregate principal amount of Securities [Underwritten] Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities of any class of [Underwritten] Notes does not exceed 10% of the total aggregate principal amount of Securitiessuch class, each of the non-defaulting Underwriters with respect to such class shall be obligated, severally and not jointly, obligated to purchase the full amount of thereof in such Defaulted Securities in the proportions that their respective underwriting obligations hereunder with respect to such class bear to the underwriting obligations of all non-defaulting Underwriters; Underwriters of such class, or (iib) if the number aggregate principal amount of Defaulted Securities of any class of [Underwritten] Notes exceeds 10% of the total aggregate principal amount of Securitiessuch class, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Depositor shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less fewer than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either (i) the Representatives Representative or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If more than one Underwriter is named in the applicable Terms Agreement and one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Offered Securities which it or they are obligated to purchase under this such Terms Agreement (the “"Defaulted Securities”"), then the Representatives Lead Underwriter shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives Lead Underwriter shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesOffered Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such the Defaulted Securities in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesOffered Securities to be purchased on such date pursuant to such Terms Agreement, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives Lead Underwriter or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

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

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters reasonably satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then the Company shall have the right, within a further period of 24 hours after the end of such initial 24-hour period, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters reasonably satisfactory to the non-defaulting Underwriters, to purchase all or any portion of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Company shall not have completed such arrangements with such further 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities Securities, after giving effect to any arrangements for other underwriters to purchase such Defaulted Securities, does not exceed 10% of the aggregate principal amount of SecuritiesNotes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities Securities, after giving effect to any arrangements for other underwriters to purchase such Defaulted Securities, exceeds 10% of the aggregate principal amount of SecuritiesNotes to be purchased on such date, this Agreement shall terminate without liability on the part of the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, Agreement either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If If, at the Closing Time, any one or more of the Underwriters shall fail at the Closing Date or refuse to purchase Securities which it or they have agreed to purchase hereunder, and the aggregate principal amount of Securities which it such defaulting Underwriter or they are obligated Underwriters agreed but failed or refused to purchase under this Agreement (is not more than one-tenth of the “Defaulted aggregate principal amount of the Securities”), the Representatives other Underwriters shall have be obligated severally in the right, within 24 hours thereafter, proportions that the principal amount of Securities set forth opposite their respective names in Exhibit I hereto bears to make arrangements for one or more the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or any in such other underwritersproportions as the Representatives may specify, to purchase allthe Securities 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 Securities that any Underwriter has agreed to purchase pursuant hereto be increased pursuant to this Section 9 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If, but not less than allat the Closing Time, of the Defaulted any Underwriter or Underwriters shall fail or refuse to purchase 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 aggregate principal amount of Defaulted Securities does not exceed 10% with respect to which such default occurs is more than one-tenth of the aggregate principal amount of SecuritiesSecurities to be purchased, each of and arrangements satisfactory to the non-defaulting Underwriters shall be obligatedRepresentatives, severally the Company and not jointly, to the Guarantor for the purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesare not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company and the Guarantor. No In any such case either the Representatives, the Company or the Guarantor shall have the right to postpone the Closing Time, 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 pursuant to under this Section 10 paragraph shall not relieve any defaulting Underwriter from liability in respect of its default. In the event any default of any such default which does not result in a termination of this Agreement, the Representatives shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10hereunder.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i1) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (ii2) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement, the Representatives shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this the applicable Terms Agreement, the Representatives and the Company shall each have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Pricing Disclosure Package or Package, the U.S. Prospectus, the Canadian Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased at Closing Time, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased at Closing Time, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Underwriting Agreement (the “"Defaulted Securities”"), then 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the number or aggregate principal amount amount, as the case may be, of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities set forth on Schedule I hereto, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities set forth on Schedule I hereto, the non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Underwriting Agreement shall will terminate without liability on the part of to any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall 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 this Underwriting Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are then obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters approved by the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an a defaulting Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour 36-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either (i) the Representatives Representative or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour period, 24-hour period then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, then the Company shall have the right, within a further 24 hours, to procure other underwriters satisfactory to the non-defaulting Underwriters to purchase not less than an amount of Defaulted Securities such that the remaining number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased hereunder, following which the Underwriters shall have the obligations set forth in subsection (a) of this Section 11 and absent which this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives Representative or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 1011.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters reasonably satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount number of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which that it or they are obligated has agreed to purchase under this Agreement hereunder (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters that are satisfactory to the Company, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if if, after giving effect to any arrangement for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided in paragraph (a) above, the aggregate principal amount of Defaulted such Securities that remains unpurchased does not exceed 10% of the aggregate principal amount of all of the Securities, then the Company shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full aggregate principal amount of Securities that such Defaulted Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the aggregate principal amount of Securities in that such Underwriter agreed to purchase hereunder) of the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations Securities of all non-such defaulting Underwriters; Underwriter or Underwriters for which such arrangement has not been made, or (ii) if if, after giving effect to any arrangements for the number purchase of Defaulted the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriter and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds 10% of the aggregate principal amount of all of the Securities, or if the Company shall not exercise the right described in paragraph (a) above, then this Agreement shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. Any termination of this Agreement pursuant to this SECTION 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in SECTION 4 hereof and except that the provisions of SECTION 1, SECTION 4, SECTION 7, SECTION 8, SECTION 9, SECTION 14, SECTION 15, SECTION 16 and SECTION 17 shall not terminate and shall remain in effect. (b) No action taken pursuant to this Section 10 SECTION 11 shall 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 this Agreement, either (i) the Representatives Representative or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven five (5) business 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 Section 10SECTION 11.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) then if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (ii) , or if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either (i) the Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. As used in this Section only, if the Defaulted Securities include Debt Warrants, the aggregate amount or aggregate principal amount of Securities shall mean the aggregate principal amount of any Securities plus the public offering price of any Debt Warrants included in the relevant Securities. No action taken pursuant to this Section 10 shall 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 this Agreement, Agreement either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Pre-pricing Prospectus 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 Section 109.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour 24 hour period, then: (ia) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased at Closing Time, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased at Closing Time, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives Representative or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration StatementGeneral Disclosure Package, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date to purchase the aggregate principal amount of Securities [Offered] Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives [Representatives] [Underwriters] shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives [Representatives] [Underwriters] shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities of any class of Notes does not exceed 10% of the total aggregate principal amount of Securitiessuch class, each of the non-defaulting Underwriters with respect to such class shall be obligated, severally and not jointly, obligated to purchase the full amount of thereof in such Defaulted Securities in the proportions that their respective underwriting obligations hereunder with respect to such class bear to the underwriting obligations of all non-defaulting Underwriters; Underwriters of such class, or (iib) if the number aggregate principal amount of Defaulted Securities of any class of Notes exceeds 10% of the total aggregate principal amount of Securitiessuch class, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives [Representatives] [Underwriters] or the Depositor shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “Defaulted Securities”), then the Representatives remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate number or principal amount of Defaulted Securities does not exceed 10% of the number or aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number or aggregate principal amount of Defaulted Securities exceeds 10% of the number or aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 8 shall 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 this the applicable Terms Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in the public offering of the Underwritten Certificates shall fail at the Closing Date to purchase the aggregate principal amount of Securities Underwritten Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesCertificates”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours one Business Day thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of Securitiesthe Underwritten Certificates to be purchased pursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of Securitiesthe Underwritten Certificates to be purchased pursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriters; provided, however, that (unless this Agreement is terminated because of a breach by the Depositor of any covenant or agreement hereunder or the failure of any closing condition set forth in Section 6 (other than the failure of the closing condition set forth in Section 6(h)(i), 6(h)(ii), 6(h)(iii) or 6(h)(v) to be met)) the Underwriters’ obligation to pay the Securitization Fee shall survive the termination of this Agreement and shall remain in full force and effect. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from any liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 11, each of this Agreementthe non-defaulting Underwriters, the Representatives Depositor and the Seller shall have the right to postpone the Closing Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Long Beach Preliminary Prospectus or the Long Beach Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriter. As used in this Section only, if the Defaulted Securities include Warrants, the aggregate amount or aggregate principal amount of Securities shall mean the aggregate principal amount of any Securities plus the public offering price of any Warrants included in the relevant Securities. No action taken pursuant to this Section 10 shall 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 this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representatives or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Pre-pricing Prospectus 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 Section 109.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative[s] shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative[s] shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder and arrangements satisfactory to the Underwriters and the Company for the purchase of such Defaulted Securities are not made within 36 hours of such default, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives Representative[s] or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour period, 24-hour period then: (i) a. if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (ii) b. if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, then the Company shall have the right, within a further 24 hours, to procure other underwriters satisfactory to the non-defaulting Underwriters to purchase not less than an amount of Defaulted Securities such that the remaining number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased hereunder, following which the Underwriters shall have the obligations set forth in subsection (a) of this Section 11 and absent which this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 1011.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), then the Representatives Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative(s) shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this the applicable Terms Agreement, either the Representatives Representative(s) or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), then 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the number or aggregate principal amount amount, as the case may be, of Defaulted Securities does not exceed 10% of the number or aggregate principal amount amount, as the case may be, of SecuritiesSecurities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the number or aggregate principal amount amount, as the case may be, of SecuritiesSecurities to be purchased hereunder, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. As used in this Section only, if the Defaulted Securities include Debt Warrants, the aggregate amount or aggregate principal amount of Securities shall mean the aggregate principal amount of any Securities plus the public offering price of any Debt Warrants included in the relevant Securities. No action taken pursuant to this Section 10 shall 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 this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representatives or the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i1) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (ii2) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date and arrangements satisfactory to the non-defaulting Underwriters and the Company for the purchase of such Defaulted Securities by other persons are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the Company or any non-defaulting Underwriter, except as provided in Section 4 hereof and except that Section 1, Section 6, Section 7, Section 8, Section 11, Section 12, Section 13, Section 14, Section 15, Section 17, Section 18, Section 19 and Section 20 hereof shall survive termination and remain in full force and effect. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement, the Representatives shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligations of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. As used in this Section only, if the Defaulted Securities include Debt Warrants, the aggregate amount or aggregate principal amount of Securities shall mean the aggregate principal amount of any Securities plus the public offering price of any Debt Warrants included in the relevant Securities. No action taken pursuant to this Section 10 shall 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 this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representatives or the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time, as the case may be, to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Representatives then M▇▇▇▇▇▇ L▇▇▇▇ shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives M▇▇▇▇▇▇ L▇▇▇▇ shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this the applicable Terms Agreement, either M▇▇▇▇▇▇ L▇▇▇▇ or the Representatives Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date to purchase the aggregate principal amount of Securities [Underwritten] Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities of any class of [Underwritten] Notes does not exceed 10% of the total aggregate principal amount of Securitiesthe [Underwritten] Notes of such class, each of the non-defaulting Underwriters with respect to such class shall be obligated, severally and not jointly, obligated to purchase the full amount of the [Underwritten] Notes of such Defaulted Securities Class in the such proportions that their respective underwriting obligations hereunder with respect to such class bear to the underwriting obligations of all non-defaulting Underwriters; Underwriters of such class, or (iib) if the number aggregate principal amount of Defaulted Securities of any class of [Underwritten] Notes exceeds 10% of the total aggregate principal amount of Securitiesthe [Underwritten] Notes of such class, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Depositor shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-non- defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives Representative or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any nonNon-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time, as the case may be, to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Representatives then ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this the applicable Terms Agreement, either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or the Representatives Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting non‑defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting non‑defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement [or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery] shall terminate without liability on the part of any non-defaulting non‑defaulting Underwriter. As used in this Section only, if the Defaulted Securities include Debt Warrants, the aggregate amount or aggregate principal amount of Securities shall mean the aggregate principal amount of any Securities plus the public offering price of any Debt Warrants included in the relevant Securities. No action taken pursuant to this Section 10 shall 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 this AgreementAgreement [or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be,] either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the Closing relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more ------------------------------------------- of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representatives you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased pursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, each severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective Securities underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters; or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased pursuant to this Agreement, 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 from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement, either the Representatives non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an a Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date to purchase the aggregate principal amount of Preferred Securities which it or they are obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representatives shall have the right, within 24 the first 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverwithin such first 36 hour period, the Representatives are unable to make arrangements for the purchase of all of the Defaulted Securities, then the Offerors shall have the right, within the next 36 hours thereafter, to make arrangements for any other underwriter(s) reasonably satisfactory to the nondefaulting Underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, after such 72 hours neither the Representatives nor the Offerors shall have completed such arrangements within such 24‑hour periodfor the purchase of all of the Defaulted Securities, then: then (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Preferred Securities to be purchased pursuant to this Agreement, each of the Offerors shall have the right to require the non-defaulting Underwriters shall be obligated, severally and not jointly, named herein to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Preferred Securities to be purchased pursuant to this Agreement, or the Offerors shall not exercise their right pursuant to clause (a) above, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter except as otherwise provided in Section 7 and in Section 9 hereof. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its defaultdefault under this Agreement. In the event of any such default which does not result by any Underwriter or Underwriters as set forth in a termination of this AgreementSection 11, either the Representatives or the Offerors shall have the right to postpone the Closing Date for a period not exceeding to exceed seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting non‑defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting non‑defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting non‑defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, Agreement either the Representatives or the Company and the Guarantor shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or ------------------------------------------ more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representatives you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased pursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, each severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective Securities underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-non- defaulting Underwriters; or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased pursuant to this Agreement, 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 from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement, either the Representatives non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an a Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either (i) the Representatives Representative or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased at Closing Time, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased at Closing Time, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the either Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities Notes which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the 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, to purchase all, but not less than all, of the Defaulted Securities in such principal 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 24-hour period, then: (ia) if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Notes to be purchased on such date, 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 underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement and the Pricing Agreement (the “"Defaulted Securities”"), the Representatives then ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the number or aggregate principal amount amount, as the case may be, of Defaulted Securities does not exceed 10% of the total number or aggregate principal amount amount, as the case may be, of Preferred Securities, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number or aggregate principal amount, as the case may be, of Defaulted Securities exceeds 10% of the total number or aggregate principal amount amount, as the case may be, of SecuritiesPreferred Securities to be purchased on such date pursuant to this Agreement, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or the Representatives Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more ------------------------------------------ of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Representatives then [name of underwriter] shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives [name of underwriter] shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-non- defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter, except for the indemnification and contribution agreements in Sections 6 and 7 hereof. No action taken pursuant to this Section 10 shall 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 this the applicable Terms Agreement, either [name of underwriter] or the Representatives Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect with respect to any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Trust Preferred Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”"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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of Securitiesthe Trust Preferred Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount number of Securitiesthe Trust Preferred Securities to be purchased hereunder, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Guarantor shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.any

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the 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, to purchase all, but not less fewer than all, of the 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 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesSecurities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either (i) the Representatives Representative or (ii) the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the 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 Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date to purchase the aggregate principal amount of Securities Underwritten Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities of any class of Underwritten Notes does not exceed 10% of the total aggregate principal amount of Securitiesthe Underwritten Notes of such class, each of the non-defaulting Underwriters with respect to such class shall be obligated, severally and not jointly, obligated to purchase the full amount of the Underwritten Notes of such Defaulted Securities Class in the such proportions that their respective underwriting obligations hereunder with respect to such class bear to the underwriting obligations of all non-defaulting Underwriters; Underwriters of such class, or (iib) if the number aggregate principal amount of Defaulted Securities of any class of Underwritten Notes exceeds 10% of the total aggregate principal amount of Securitiesthe Underwritten Notes of such class, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Depositor shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Trust Preferred Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of Securitiesthe Trust Preferred Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount number of Securitiesthe Trust Preferred Securities to be purchased hereunder, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives Representative or the Guarantor shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 36-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% one-eleventh of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number of Defaulted Securities exceeds 10% one-eleventh of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 4 hereof and the indemnity and contribution agreements in Section 6 hereof. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in the public offering of the Offered Certificates shall fail at the Closing Date to purchase the aggregate principal amount of Securities Offered Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesCertificates”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafterupon receiving notice of such a default from the Company, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Offered Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within 24 hours after receiving such 24‑hour periodnotice, then: (i) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of Securitiesthe Offered Certificates to be purchased pursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters; or (ii) if the number aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of Securitiesthe Offered Certificates to be purchased pursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of the Depositor or any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 10 13 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 13, each of this Agreement, the Representatives non-defaulting Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in the public offering of the Series _____ Offered Certificates shall fail at the Closing Date to purchase the aggregate principal amount of Securities Series _____ Offered Certificates which it or they are is obligated to purchase under this Agreement hereunder (the “Defaulted Securities”"DEFAULTED SECURITIES"), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24‑hour 24-hour period, then: (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Series _____ Offered Certificates to be purchased pursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities thereof, severally in the same proportions that as the principal amount of Series _____ Offered Certificates set forth opposite their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; names in Schedule 1 hereto, or (ii) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Series _____ Offered Certificates to be purchased pursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting UnderwriterUnderwriter(s). No action taken pursuant to this Section 10 shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement, the Representatives Underwriters and the Seller shall have the right to postpone the Closing Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

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

Default by One or More of the Underwriters. (a) If one or more ------------------------------------------ of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Capital Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Capital 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, to purchase all, but not less than all, of the Defaulted Capital 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 24-hour period, then: : (ia) if the aggregate principal amount number of Defaulted Capital Securities does not exceed 10% of the aggregate principal amount number of SecuritiesCapital Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or , or (iib) if the number of Defaulted Capital Securities exceeds 10% of the aggregate principal amount number of SecuritiesCapital Securities to be purchased on such date, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Offerors shall have the right to postpone the Closing Date Time, for a period not exceeding seven days days, in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating in the public offering of the Offered Certificates shall fail at the Closing Date to purchase the aggregate principal amount of Securities Offered Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesCertificates”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafterupon receiving notice of such a default from either the Company, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Offered Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within 24 hours after receiving such 24‑hour periodnotice, then: (i) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of Securitiesthe Offered Certificates to be purchased pursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters; or (ii) if the number aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of Securitiesthe Offered Certificates to be purchased pursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of the Company or any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 10 13 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 13, each of this Agreement, the Representatives non-defaulting Underwriters and the Company shall have the right to postpone the Closing Date for a period not exceeding seven days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Representatives then ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this the applicable Terms Agreement, either ▇▇▇▇▇▇▇ ▇▇▇▇▇ or the Representatives Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the ------------------------------------------ Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Trust Preferred Securities which it or they are obligated to purchase 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount number of Securitiesthe Securities to be purchased hereunder, 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-non- defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: then (ia) if the aggregate principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or , or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, then 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 from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24‑hour 24-hour period, then:: 15 _____________________________________________________________________________________ (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; , or (iib) if the number amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securitiesthe Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall 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 this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If one or more ------------------------------------------ of the Underwriters shall fail at the Closing Date Time to purchase the aggregate principal amount of Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), then 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, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24‑hour 24-hour period, then: (ia) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities thereof in the proportions that their respective underwriting obligations hereunder under such Terms Agreement bear to the underwriting obligations of all non-non- defaulting Underwriters; , or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of SecuritiesUnderwritten Securities to be purchased on such date pursuant to such Terms Agreement, this such Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter, except for the indemnification and contribution agreements in Sections 6 and 7 hereof. No action taken pursuant to this Section 10 shall 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 this the applicable Terms Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, Statement or the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.