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

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering offer and sale of the Offered Notes shall fail at the Closing Date to purchase the Offered Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Offered Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Offered Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Offered Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Offered Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Publicly Offered Notes shall fail at the Closing Date to purchase the Publicly Offered Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Publicly Offered Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Publicly Offered Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “"Defaulted Securities”)") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the non-defaulting Underwriter or 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 non-defaulting Underwriter or Underwriters shall not have not completed such arrangements within such 24-hour period, then: A. if then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate principal amount of Defaulted Securities does not set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this AgreementSecurities set forth in Schedule II hereto, the remaining 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 shall be obligateddo not purchase all the Securities, pro rata in the proportion shown in the attached Schedule 1 as this Agreement will terminate without liability to each any non-defaulting Underwriter (“Pro Rata”) (unless or the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this AgreementCompany. In the event of a default by any Underwriter as set forth in this SectionSection 9, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date shall be postponed for a period such period, not exceeding five (5) Business Days seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that any applicable the required changes in the Registration Statement, Statement and the Preliminary Prospectus, the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date Time to purchase the Notes Securities which it is or they are obligated to purchase hereunder at the Closing Time under this Underwriting Agreement (the “Defaulted Securities”), then the non-defaulting Underwriters 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; if, however, the Underwriters Representatives shall not have not completed such arrangements within such 24-hour period, then: A. (a) 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 the Notes to be purchased pursuant to this AgreementSecurities set forth on Schedule 1 hereto, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) severally and not jointly, to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters or in such other proportions as the Representatives may specify, or B. (b) if the number or aggregate principal amount 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 Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required have the right to purchase all, but shall not be under any Notes which were obligation to be purchased by purchase any, of the defaulting UnderwriterSecurities, (b) the and if such non-defaulting Underwriters may elect do not purchase all the Securities, this Underwriting Agreement will terminate without liability to purchase the remaining amount Pro Rata (unless the any non-defaulting Underwriters agree among themselves to a different allocation) provided that if Underwriter or the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting UnderwritersCompany. No action taken pursuant to this Section 10 shall relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in a default by any Underwriter as set forth in termination of this SectionUnderwriting Agreement, each of either the Underwriters and Representatives or the Depositor Company shall have the right to postpone the Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effectedarrangements.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Offered Notes shall fail at the Closing Date to purchase the Offered Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Offered Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 I as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Offered Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Offered Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Offered Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering offer and sale of the Offered Notes shall fail at the Closing Date to purchase the Offered Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Offered Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Offered Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Offered Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Offered Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section 9 shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 9, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time or a Date of Delivery to purchase the Notes Underwritten Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Securities”), then the non-defaulting Underwriters 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; if, however, the Underwriters Representatives shall not have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes Securities to be purchased pursuant to this Agreementon such date, each of the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) severally and not jointly, to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes Underwritten Securities to be purchased pursuant on such date, this Agreement or, with respect to this Agreementany Date of Delivery which occurs after the Closing Time, (a) no non-defaulting the obligation of the Underwriters shall be required to purchase any Notes which were and of the Company to sell the Option Securities to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount and sold on such Date of the Notes, then this Agreement Delivery shall terminate, terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter. 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 shall relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in a default by any Underwriter as set forth termination of this Agreement or, in this Sectionthe case of a Date of Delivery which is after the Closing Time, each which does not result in a termination of the obligation of the Underwriters to purchase and the Depositor 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 five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, General Disclosure Package or the Prospectus or in any other documents or arrangements may be effectedarrangements. 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. If one or more of the Underwriters participating in the public offering of the Notes Underwritten Securities shall fail at the Closing Date to purchase the Notes which Underwritten Securities that it is (or they are) obligated to purchase hereunder (the “Defaulted Securities”), then the 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 non-defaulting Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes Underwritten Securities to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereof, thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters; or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes Underwritten Securities to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the Depositor or any non-defaulting Underwriters. No action taken pursuant to this Section 10 shall relieve the any defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 10, each of the non-defaulting Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating set forth in the public offering of the Notes shall fail Schedule A fails at the Closing Date Time to purchase the Senior Notes which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted SecuritiesSenior Notes”), then the nonremaining Underwriter or Underwriters set forth in Schedule A (the “Non-defaulting Underwriters shall Defaulting Underwriters”) will have the right, within 24 36 hours thereafter, to make arrangements for one or more of the Non-Defaulting Underwriters, or any other underwriter or underwriters, to purchase all, but not less than all, of the Defaulted Securities Senior Notes in such amounts as may be agreed upon and upon the terms herein set forth. If; if, however, the Non-Defaulting Underwriters have do not completed complete such arrangements within such 2436-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities Senior Notes does not exceed 10% one-eleventh of the aggregate principal amount of the Senior Notes to be purchased pursuant to this Agreementhereunder, each of the nonNon-defaulting Defaulting Underwriters shall will be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) severally and not jointly, to purchase the full amount thereof, thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all Non-Defaulting Underwriters; or B. (ii) if the aggregate principal amount of Defaulted Securities Senior Notes exceeds 10% one-eleventh of the aggregate principal amount of the Senior Notes to be purchased pursuant to this Agreementhereunder, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, will terminate with respect to the Senior Notes without any liability on the part of the nonany Non-defaulting Defaulting Underwriters. No action taken pursuant to this Section shall 12(a) will relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in a default by any Underwriter as set forth in termination of this SectionAgreement with respect to the Senior Notes, each of either the Non-Defaulting Underwriters and or the Depositor shall Company will have the right to postpone the Closing Date Time for the Senior Notes for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Time of Sale Information or Prospectus or in any other documents or arrangements may be effectedarrangements. (b) As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 12.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”"DEFAULTED SECURITIES"), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata PRO RATA in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”"PRO RATA") (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part party of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at (a) If, on the Closing Date Date, any Underwriter defaults on its obligation to purchase the Notes which Securities that it is obligated has agreed to purchase hereunder (the “Defaulted Securities”)hereunder, then the non-defaulting Underwriters shall have may in their discretion arrange for the right, within 24 hours thereafter, purchase of such Securities by other persons satisfactory to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon Bank on the terms herein set forthcontained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, the non-defaulting Underwriters have do not completed arrange for the purchase of such Securities, then the Bank shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Bank may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Bank or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Bank agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases the Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements within such 24for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-hour perioddefaulting Underwriters and the Bank as provided in paragraph (a) above, then: A. if the aggregate principal amount of Defaulted such Securities that remains unpurchased does not exceed 10% one-eleventh of the aggregate principal amount of all the Notes Securities, then the Bank shall have the right to be purchased pursuant require each non-defaulting Underwriter to this Agreementpurchase the principal amount of the Securities that such Underwriter agreed to purchase hereunder plus such Underwriter's pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Bank as provided in paragraph (a) above, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted such Securities that remains unpurchased exceeds 10% one-eleventh of the aggregate principal amount of all the Notes to be purchased pursuant to this AgreementSecurities, (a) no non-defaulting Underwriters or if the Bank shall be required to purchase any Notes which were to be purchased by not exercise the defaulting Underwriter, right described in paragraph (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notesabove, then this Agreement shall terminate, terminate without any liability on the part of the non-defaulting Underwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall relieve be without liability on the defaulting Underwriter from part of the liability with respect Bank, except that the Bank will continue to any default be liable for the payment of such Underwriter under this Agreement. In the event of a default by any Underwriter expenses as set forth in this Section, each Section 4 hereof and except that the provisions of Sections 6 and 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Underwriters and the Depositor shall have the right to postpone the Closing Date Bank or any non-defaulting Underwriter for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effecteddamages caused by its default.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at (a) If, on the Closing Date Date, any Underwriter defaults on its obligation to purchase the Notes which Securities that it is obligated has agreed to purchase hereunder (the “Defaulted Securities”)hereunder, then the non-defaulting Underwriters shall have may in their discretion arrange for the right, within 24 hours thereafter, purchase of such Securities by other persons satisfactory to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon Bank on the terms herein set forthcontained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, the non-defaulting Underwriters have do not completed arrange for the purchase of such Securities, then the Bank shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Bank may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Bank or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Bank agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements within such 24for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-hour perioddefaulting Underwriters and the Bank as provided in paragraph (a) above, then: A. if the aggregate principal amount of Defaulted such Securities that remains unpurchased does not exceed 10% one-eleventh of the aggregate principal amount of all the Notes Securities, then the Bank shall have the right to be purchased pursuant require each non-defaulting Underwriter to this Agreementpurchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Bank as provided in paragraph (a) above, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted such Securities that remains unpurchased exceeds 10% one-eleventh of the aggregate principal amount of all the Notes to be purchased pursuant to this AgreementSecurities, (a) no non-defaulting Underwriters or if the Bank shall be required to purchase any Notes which were to be purchased by not exercise the defaulting Underwriter, right described in paragraph (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notesabove, then this Agreement shall terminate, terminate without any liability on the part of the non-defaulting Underwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall relieve be without liability on the defaulting Underwriter from part of the liability with respect Bank, except that the Bank will continue to any default be liable for the payment of such Underwriter under this Agreement. In the event of a default by any Underwriter expenses as set forth in this Section, each Section 4 hereof and except that the provisions of Sections 6 and 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Underwriters and the Depositor shall have the right to postpone the Closing Date Bank or any non-defaulting Underwriter for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effecteddamages caused by its default.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes Underwritten Certificates shall fail at the Closing Date to purchase the Notes Underwritten Certificates which it is (or they are) obligated to purchase hereunder (the “Defaulted SecuritiesCertificates”), then the 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, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Notes Underwritten Certificates to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of the Notes Underwritten Certificates to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the any non-defaulting Underwriters. No action taken pursuant to this Section 11 shall relieve the any defaulting Underwriter from the any liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 11, each of the Underwriters non-defaulting Underwriters, the Depositor and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Long Beach Preliminary Prospectus, Prospectus or the Long Beach Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part party of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of If, on the Underwriters participating Delivery Date, any Underwriter defaults in the public offering performance of its obligations under this Agreement, the Notes remaining non-defaulting Underwriters shall fail at the Closing Date be obligated to purchase the Notes which it is obligated the defaulting Underwriter agreed but failed to purchase hereunder (on the “Defaulted Securities”)Delivery Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, then however, that the remaining non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements not be obligated to purchase all, but not less than all, any of the Defaulted Securities in such amounts as may be agreed upon and upon Notes on the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. Delivery Date if the total aggregate principal amount of Defaulted Securities does Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriter shall not exceed 10be obligated to purchase more than 110% of the aggregate principal amount of Notes which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased pursuant on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may do not elect to purchase the remaining amount Pro Rata (unless Notes which the non-defaulting Underwriter or Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed but failed to purchase on the entire aggregate principal amount of the NotesDelivery Date, then this Agreement shall terminate, terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter or the Transaction Entities, except that the Transaction Entities will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. No action taken As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve the a defaulting Underwriter from of any liability it may have to the liability with respect Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to any default of such Underwriter under this Agreement. In purchase the event Notes of a default by any Underwriter as set forth in this Sectiondefaulting or withdrawing Underwriter, each of either the Underwriters and or the Depositor shall have the right to Company may postpone the Closing Delivery Date for a period not exceeding five (5) Business Days up to seven full business days in order to effect any changes that any applicable changes in the opinion of counsel for the Operating Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents document or arrangements may be effectedarrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date Time to purchase the Notes which Firm Shares that it is or they are obligated to purchase hereunder (the “"Defaulted Securities”Shares"), then the non-defaulting Underwriters 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 Shares in such amounts as may be agreed upon and upon the terms herein set forth. If; if, however, the Underwriters you have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount number of Defaulted Securities Shares does not exceed 10% of the aggregate principal amount total number of the Notes Shares to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligation proportions (as defined below) bear to the underwriting obligation proportions of all non-defaulting Underwriters, or B. (b) if the aggregate principal amount number of Defaulted Securities Shares exceeds 10% of the aggregate principal amount total number of the Notes Shares to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter. No action taken pursuant to this Section 11 shall relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default that does not result in a default by any Underwriter as set forth in termination of this SectionAgreement, each of either you or the Underwriters and the Depositor Company shall have the right to postpone the Closing Date Time or the Delivery Date, as applicable for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedarrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11. As used herein, the term "underwriting obligation proportion" means the proportion that the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereto bears to the total number of Firm Shares.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters participating any Underwriter shall default in the public offering of the Notes shall fail at the Closing Date its obligation to purchase the Notes Shares which it is obligated has agreed to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to under this Agreement, the non-defaulting Underwriters shall be obligated, pro rata may in their discretion arrange for themselves or another party or other parties to purchase such Shares on the proportion shown in the attached Schedule 1 as to each nonterms contained herein. If within thirty-defaulting six hours after such default by any Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves do not arrange for the purchase of such Shares, then the Company shall be entitled to a different allocation) further period of thirty-six hours within which to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes procure another party or other parties satisfactory to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase such Shares on such terms. In the remaining amount Pro Rata (unless event that, within the respective prescribed period, the non-defaulting Underwriters agree among themselves to a different allocation) provided notify the Company that if they have so arranged for the purchase of such Shares, or the Company notifies the non-defaulting Underwriters have not agreed to that it has so arranged for the purchase the entire aggregate principal amount of the Notessuch Shares, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve Underwriters or the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Company shall have the right to postpone the Closing Date for such Shares for a period of not exceeding five (5) Business Days more than seven days, in order that any applicable to effect whatever changes may thereby be made necessary in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriters may thereby be made necessary. (b) If, after giving effect to any arrangements may for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-tenth of the aggregate number of the Shares to be effectedpurchased at the Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase under this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase under this Agreement) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in subsection (a) above, (i) the aggregate number of Shares which remains unpurchased exceeds one-tenth of the aggregate number of the Shares to be purchased at the Closing Date, as referred to in subsection (b) above, or (ii) the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then, in each case, this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Publicly Offered Notes shall fail at the Closing Date to purchase the Publicly Offered Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 I as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, (ai) no non-defaulting Underwriters shall be required to purchase any Publicly Offered Notes which were to be purchased by the defaulting Underwriter, (bii) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Publicly Offered Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at (a) If, on the Closing Date Date, any Underwriter defaults on its obligation to purchase the Notes which Securities that it is obligated has agreed to purchase hereunder (the “Defaulted Securities”)hereunder, then the non-defaulting Underwriters shall have may in their discretion arrange for the right, within 24 hours thereafter, purchase of such Securities by other persons satisfactory to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon Bank on the terms herein set forthcontained in this Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, the non-defaulting Underwriters have do not completed arrange for the purchase of such Securities, then the Bank shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Bank may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Bank or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Bank agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases the Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements within such 24for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-hour perioddefaulting Underwriters and the Bank as provided in paragraph (a) above, then: A. if the aggregate principal amount of Defaulted such Securities that remains unpurchased does not exceed 10% one-eleventh of the aggregate principal amount of all the Notes Securities, then the Bank shall have the right to be purchased pursuant require each non-defaulting Underwriter to this Agreementpurchase the principal amount of the Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Bank as provided in paragraph (a) above, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted such Securities that remains unpurchased exceeds 10% one-eleventh of the aggregate principal amount of all the Notes to be purchased pursuant to this AgreementSecurities, (a) no non-defaulting Underwriters or if the Bank shall be required to purchase any Notes which were to be purchased by not exercise the defaulting Underwriter, right described in paragraph (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notesabove, then this Agreement shall terminate, terminate without any liability on the part of the non-defaulting Underwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall relieve be without liability on the defaulting Underwriter from part of the liability with respect Bank, except that the Bank will continue to any default be liable for the payment of such Underwriter under this Agreement. In the event of a default by any Underwriter expenses as set forth in this Section, each Section 4 hereof and except that the provisions of Sections 6 and 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Underwriters and the Depositor shall have the right to postpone the Closing Date Bank or any non-defaulting Underwriter for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effecteddamages caused by its default.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “"Defaulted Securities”"), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“"Pro Rata”") (unless the non-non- defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part party of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-non- defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10__% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10__% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date Time to purchase the Notes which Offered Securities that it is or they are obligated to purchase hereunder pursuant to this Agreement (the “"Defaulted Offered Securities”"), then the non-defaulting Underwriters 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 Offered Securities in such amounts as may be agreed upon and upon the terms herein set forth. Ifforth in this Agreement; if, however, the Underwriters you have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Offered Securities does not exceed 10% of the aggregate principal amount of the Notes Offered Securities to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that the principal amounts of Offered Securities set forth opposite the names of such non-defaulting Underwriters in Schedule I bear to the total aggregate principal amount of Offered Securities set forth opposite the names of such non-defaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Offered Securities exceeds 10% of the aggregate principal amount of the Notes Offered Securities to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter. No action taken pursuant to this Section shall relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default that does not result in a default by any Underwriter as set forth in termination of this SectionAgreement, each of either you or the Underwriters and the Depositor Company shall have the right to postpone the Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedarrangements. 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. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “"Defaulted Securities”"), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“"Pro Rata”") (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part party of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of If, on the Underwriters participating Delivery Date, any Underwriter defaults in the public offering performance of its obligations under this Agreement, the Notes remaining non-defaulting Underwriters shall fail at the Closing Date be obligated to purchase the Notes which it is obligated the defaulting Underwriter agreed but failed to purchase hereunder (on the “Defaulted Securities”)Delivery Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, then however, that the remaining non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements not be obligated to purchase all, but not less than all, any of the Defaulted Securities in such amounts as may be agreed upon and upon Notes on the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. Delivery Date if the total aggregate principal amount of Defaulted Securities does Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriter shall not exceed 10be obligated to purchase more than 110% of the aggregate principal amount of Notes which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased pursuant on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may do not elect to purchase the remaining amount Pro Rata (unless Notes which the non-defaulting Underwriter or 28 Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed but failed to purchase on the entire aggregate principal amount of the NotesDelivery Date, then this Agreement shall terminate, terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter or the Transaction Entities, except that the Transaction Entities will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. No action taken As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve the a defaulting Underwriter from of any liability it may have to the liability with respect Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to any default of such Underwriter under this Agreement. In purchase the event Notes of a default by any Underwriter as set forth in this Sectiondefaulting or withdrawing Underwriter, each of either the Underwriters and or the Depositor shall have the right to Company may postpone the Closing Delivery Date for a period not exceeding five (5) Business Days up to seven full business days in order to effect any changes that any applicable changes in the opinion of counsel for the Operating Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents document or arrangements may be effectedarrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-non- defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (ai) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (bii) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, Prospectus or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering offer and sale of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail fails at the Closing Date Time to purchase the Notes Debt Securities which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted Debt Securities”), then the non-defaulting remaining Underwriter or Underwriters shall will have the right, within 24 hours thereafter, to make arrangements for one or more of the nondefaulting Underwriters, or any other underwriter or underwriters, to purchase all, but not less than all, of the Defaulted Debt Securities in such amounts as may be agreed upon and upon the terms herein set forth. If; if, however, the remaining Underwriter or Underwriters have do not completed complete such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Debt Securities does not exceed 10% of the aggregate principal amount of the Notes Debt Securities to be purchased pursuant to this Agreementhereunder, each of the non-defaulting nondefaulting Underwriters shall will be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) severally and not jointly, to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all nondefaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Debt Securities exceeds 10% of the aggregate principal amount of the Notes Debt Securities to be purchased pursuant to this Agreementhereunder, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, will terminate without any liability on the part of the non-defaulting Underwritersany nondefaulting Underwriter. No action taken pursuant to this Section shall will relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in a default by any termination of this Agreement, either the remaining Underwriter as set forth in this Section, each of or Underwriters or the Underwriters and the Depositor shall Company will have the right to postpone the Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedarrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Publicly Offered Notes shall fail at the Closing Date to purchase the Publicly Offered Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Publicly Offered Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Publicly Offered Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Publicly Offered Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Underwritten Notes shall fail at the Closing Date to purchase the Underwritten Notes which it is obligated to purchase hereunder (the “"Defaulted Securities”"), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Underwritten Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“"Pro Rata”") (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Underwritten Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part party of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date Time to purchase the Notes Trust Preferred Securities which it is or they are obligated to purchase hereunder under this Agreement (any such Underwriter, the “Defaulted SecuritiesDefaulting Underwriter”), then the non-defaulting Underwriters 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 Trust Preferred Securities failed to be purchased in such amounts as may be agreed upon and upon the terms herein set forth. If, if, however, the Underwriters Representative shall not have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount number of Defaulted Trust Preferred Securities failed to be purchased by one or more Defaulting Underwriters does not exceed 10% of the aggregate principal amount of the Notes Trust Preferred Securities to be purchased pursuant to this Agreementhereunder, each of the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) severally and not jointly, to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or B. (b) if the aggregate principal amount number of Defaulted Trust Preferred Securities failed to be purchased by one or more Defaulting Underwriters exceeds 10% of the aggregate principal amount of the Notes Trust Preferred Securities to be purchased pursuant to this Agreementhereunder, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter. No action taken pursuant to this Section shall relieve the defaulting any Defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in a default by any Underwriter as set forth in termination of this SectionAgreement, each of either the Underwriters and Representative or the Depositor Guarantor shall have the right to postpone the Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedAs used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public an offering of the Notes Offered Securities shall fail at the applicable Closing Date Time to purchase the Notes Offered Securities which it is or they are obligated to purchase hereunder and under the applicable Terms Agreement (the “"Defaulted Securities”"), then the non-defaulting Underwriters such of you as are named therein shall have the right, within 24 hours thereafter, to make arrangements for one or more of the nondefaulting 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 Underwriters during such 24 hours you shall not have not completed such arrangements within such 24-hour periodfor the purchase of all the Defaulted Securities, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes Offered Securities to be purchased pursuant to this such Terms Agreement, the non-defaulting nondefaulting Underwriters named in such Terms Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations bear to the underwriting obligations of all nondefaulting Underwriters, or B. (b) if the aggregate principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes Offered Securities to be purchased pursuant to this such Terms Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this applicable Terms Agreement shall terminate, terminate without any liability on the part of the non-defaulting Underwritersany nondefaulting Underwriter. No action taken pursuant to this Section shall relieve the any defaulting Underwriter from the liability with in respect to any of its default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a any such default by any Underwriter or Underwriters as set forth in this Section, each of either you or the Underwriters and the Depositor Company shall have the right to postpone the applicable Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedarrangements. 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. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is (or they are) obligated to purchase hereunder (the “"Defaulted Securities”Notes"), then the 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 Notes in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the non-defaulting Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereof, thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters; or B. (ii) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the Depositor or any non-defaulting Underwriters. No action taken pursuant to this Section 10 shall relieve the any defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 10, each of the non-defaulting Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (ai) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (bii) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes Certificates shall fail at the Closing Date to purchase the Notes Certificates which it is obligated to purchase hereunder (the “"Defaulted Securities”"), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes Certificates to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“"Pro Rata”") (unless the non-non- defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes Certificates to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes Certificates which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the NotesCertificates, then this Agreement shall terminate, without any liability on the part party of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering offer and sale of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Underwriting Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Underwriting Agreement, (ai) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (bii) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Underwriting Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Underwriting Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is (or they are) obligated to purchase hereunder (the “Defaulted SecuritiesNotes”), then the 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 Notes in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the non-defaulting Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereof, thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters; or B. (ii) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the Depositor or any non-defaulting Underwriters. No action taken pursuant to this Section 11 shall relieve the any defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 11, each of the non-defaulting Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of If, on the Underwriters participating Delivery Date, any Underwriter defaults in the public offering performance of its obligations under this Agreement, the Notes remaining non-defaulting Underwriters shall fail at the Closing Date be obligated to purchase the Notes which it is obligated the defaulting Underwriter agreed but failed to purchase hereunder (on the “Defaulted Securities”)Delivery Date in the respective proportions which the principal amount of Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, then however, that the remaining non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements not be obligated to purchase all, but not less than all, any of the Defaulted Securities in such amounts as may be agreed upon and upon Notes on the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. Delivery Date if the total aggregate principal amount of Defaulted Securities does Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriter shall not exceed 10be obligated to purchase more than 110% of the aggregate principal amount of Notes which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non- defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased pursuant on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may do not elect to purchase the remaining amount Pro Rata (unless Notes which the non-defaulting Underwriter or Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed but failed to purchase on the entire aggregate principal amount of the NotesDelivery Date, then this Agreement shall terminate, terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter or the Transaction Entities, except that the Transaction Entities will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. No action taken As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve the a defaulting Underwriter from of any liability it may have to the liability with respect Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to any default of such Underwriter under this Agreement. In purchase the event Notes of a default by any Underwriter as set forth in this Sectiondefaulting or withdrawing Underwriter, each of either the Underwriters and or the Depositor shall have the right to Company may postpone the Closing Delivery Date for a period not exceeding five (5) Business Days up to seven full business days in order to effect any changes that any applicable changes in the opinion of counsel for the Operating Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents document or arrangements may be effectedarrangement.

Default by One or More of the Underwriters. If one or ------------------------------------------ more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “"Defaulted Securities”"), then -------------------- the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-non- --- ---- defaulting Underwriter (“"Pro Rata”") (unless the non-defaulting Underwriters --- ---- agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-non- defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part party of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-non- defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “"Defaulted Securities”"), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“"Pro Rata”") (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, , (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes Offered Certificates shall fail at the Closing Date to purchase the Notes Offered Certificates which it is (or they are) obligated to purchase hereunder (the “"Defaulted Securities”Certificates"), then the 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, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Notes Offered Certificates to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate principal amount of Defaulted Certificates exceeds 10% of the aggregate principal amount of the Offered Certificates to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall have the right to purchase all, but shall not be obligatedunder any obligation to purchase any, pro rata in of the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the Offered Certificates, and if such non-defaulting Underwriters agree among themselves to a different allocation) to do not purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% all of the aggregate principal amount of the Notes to be purchased pursuant to this AgreementOffered Certificates, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the any non-defaulting Underwriters. No action taken pursuant to this Section shall relieve Underwriters or the defaulting Underwriter from the liability with respect to any default of such Underwriter under this AgreementCompany. In the event of a default by any Underwriter as set forth in this SectionSection 11, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period the Offered Certificates shall be postponed for such period, not exceeding five (5) Business Days seven days, as the non-defaulting Underwriters and the Company shall determine in order that any applicable the required changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and to any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public an offering of the Notes Securities shall fail at the applicable Closing Date Time to purchase the Notes Underwritten Securities which it is or they are obligated to purchase hereunder under the applicable Terms Agreement (the “"Defaulted Securities”"), then the non-defaulting Underwriters 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, ; if however, the Underwriters Representatives shall not have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes Underwritten Securities to be purchased pursuant to this the Terms Agreement, the non-defaulting Underwriters named in such Terms Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations thereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes Underwritten Securities to be purchased pursuant to this such Terms Agreement, (a) no the non-defaulting Underwriters shall be required have the right to purchase all, but shall not be under any Notes which were obligation to be purchased by purchase any, of the defaulting UnderwriterUnderwritten Securities, (b) the and if such non-defaulting Underwriters may elect to do not purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount all of the NotesUnderwritten Securities, then this the Terms Agreement shall terminate, terminate without any liability on the part of the any non-defaulting Underwriters. No action taken pursuant to this Section 9 shall relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of a default by any Underwriter or Underwriters as set forth in this SectionSection 9, each of either the Underwriters and Representatives or the Depositor Company shall have the right to postpone the applicable Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedarrangements.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail fails at the Closing Date Time to purchase the Notes Debt Securities which it is or they are obligated to purchase hereunder under this Agreement (the “"Defaulted Debt Securities”"), then the non-defaulting remaining Underwriter or Underwriters shall will have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriter or underwriters, to purchase all, but not less than all, of the Defaulted Debt Securities in such amounts as may be agreed upon and upon the terms herein set forth. If; if, however, the remaining Underwriter or Underwriters have do not completed complete such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount number of Defaulted Debt Securities does not exceed 10% of the aggregate principal amount of the Notes Debt Securities to be purchased pursuant to this Agreementhereunder, each of the non-defaulting Underwriters shall will be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) severally and not jointly, to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or B. (b) if the aggregate principal amount number of Defaulted Debt Securities exceeds 10% of the aggregate principal amount of the Notes Debt Securities to be purchased pursuant to this Agreementhereunder, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, will terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter. No action taken pursuant to this Section shall will relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in a default by any termination of this Agreement, either the remaining Underwriter as set forth in this Section, each of or Underwriters or the Underwriters and the Depositor shall Company will have the right to postpone the Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedarrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Underwritten Notes shall fail at the Closing Date to purchase the Underwritten Notes which it is (or they are) obligated to purchase hereunder (the “"Defaulted Securities”Notes"), then the 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 Notes in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10[__]% of the aggregate principal amount of the Underwritten Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters Undewriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10[__]% of the aggregate principal amount of the Underwritten Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the any non-defaulting Underwriters. No action taken pursuant to this Section 11 shall relieve the any defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 11, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes Offered Certificates shall fail at the Closing Date to purchase the Notes Offered Certificates which it is obligated to purchase hereunder (the “Defaulted SecuritiesCertificates”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements 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, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Notes Offered Certificates to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 I as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (b) if the aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of the Notes Offered Certificates to be purchased pursuant to this Agreement, (ai) no non-defaulting Underwriters shall be required to purchase any Notes Offered Certificates which were to be purchased by the defaulting Underwriter, (bii) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the NotesOffered Certificates, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, Statement or the Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “Defaulted Securities”"DEFAULTED SECURITIES"), then the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata PRO RATA in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”"PRO RATA") (unless the non-defaulting Underwriters agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes Underwritten Certificates shall fail at the Closing Date to purchase the Notes Underwritten Certificates which it is (or they are) obligated to purchase hereunder (the “"Defaulted Securities”Certificates"), then the 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, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10[__]% of the aggregate principal amount of the Notes Underwritten Certificates to be purchased pursuant to this Agreement, the non-defaulting Underwriters Undewriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of the Notes Underwritten Certificates to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the any non-defaulting Underwriters. No action taken pursuant to this Section 11 shall relieve the any defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 11, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the -------------------------------------------- public offering of the Underwritten Notes shall fail at the Closing Date to purchase the Underwritten Notes which it is (or they are) obligated to purchase hereunder (the “"Defaulted Securities”Notes"), then the 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 Notes in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10[__]% of the aggregate principal amount of the Underwritten Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters Undewriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10[__]% of the aggregate principal amount of the Underwritten Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the any non-defaulting Underwriters. No action taken pursuant to this Section 11 shall relieve the any defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 11, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or ------------------------------------------ more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the “"Defaulted Securities”"), then -------------------- the non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-non- --- ---- defaulting Underwriter (“"Pro Rata”") (unless the non-defaulting Underwriters -------- agree among themselves to a different allocation) to purchase the full amount thereof, or B. (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-non- defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part party of the non-defaulting Underwriters. No action taken pursuant to this Section shall relieve the defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this Section, each of the Underwriters and the Depositor Seller shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail fails at the Closing Date Time to purchase the Senior Notes which it is or they are obligated to purchase hereunder under this Agreement (the “Defaulted SecuritiesSenior Notes”), then the non-defaulting remaining Underwriter or Underwriters shall will have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriter or underwriters, to purchase all, but not less than all, of the Defaulted Securities Senior Notes in such amounts as may be agreed upon and upon the terms herein set forth. If; if, however, the remaining Underwriter or Underwriters have do not completed complete such arrangements within such 2436-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities Senior Notes does not exceed 10% one-eleventh of the aggregate principal amount of the Senior Notes to be purchased pursuant to this Agreementhereunder, each of the non-defaulting Underwriters shall will be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) severally and not jointly, to purchase the full amount thereof, thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or B. (b) if the aggregate principal amount of Defaulted Securities Senior Notes exceeds 10% one-eleventh of the aggregate principal amount of the Senior Notes to be purchased pursuant to this Agreementhereunder, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, will terminate without any liability on the part of the any non-defaulting UnderwritersUnderwriter. No action taken pursuant to this Section shall will relieve the any defaulting Underwriter from the liability with in respect to any default of such Underwriter under this Agreementits default. In the event of any such default which does not result in a default by any termination of this Agreement, either the remaining Underwriter as set forth in this Section, each of or Underwriters or the Underwriters and the Depositor shall Company will have the right to postpone the Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedarrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes Offered Certificates shall fail at the Closing Date to purchase the Notes Offered Certificates which it is (or they are) obligated to purchase hereunder (the “Defaulted SecuritiesCertificates”), then the 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, however, the Underwriters have not completed such arrangements within such 24-hour period, then: A. (a) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Notes Offered Certificates to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (b) if the aggregate principal amount of Defaulted Certificates exceeds 10% of the aggregate principal amount of the Offered Certificates to be purchased pursuant to this Agreement, the non-defaulting Underwriters shall have the right to purchase all, but shall not be obligatedunder any obligation to purchase any, pro rata in of the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the Offered Certificates, and if such non-defaulting Underwriters agree among themselves to a different allocation) to do not purchase the full amount thereof, or B. if the aggregate principal amount of Defaulted Securities exceeds 10% all of the aggregate principal amount of the Notes to be purchased pursuant to this AgreementOffered Certificates, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the any non-defaulting Underwriters. No action taken pursuant to this Section shall relieve Underwriters or the defaulting Underwriter from the liability with respect to any default of such Underwriter under this AgreementCompany. In the event of a default by any Underwriter as set forth in this SectionSection 11, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period the Offered Certificates shall be postponed for such period, not exceeding five (5) Business Days seven days, as the non-defaulting Underwriters and the Company shall determine in order that any applicable the required changes in the Registration Statement, the Preliminary Prospectus, the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and to any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes Offered [Notes] [Certificates] shall fail at the Closing Date to purchase the Notes Offered [Notes] [Certificates] which it is (or they are) obligated to purchase hereunder (the “Defaulted Securities[Notes] [Certificates]”), then the 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 [Notes] [Certificates] in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the non-defaulting Underwriters have not completed such arrangements within such 24-hour period, then: A. (i) if the aggregate principal amount of Defaulted Securities [Notes] [Certificates] does not exceed 10% of the aggregate principal amount of the Notes Offered [Notes] [Certificates] to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereof, thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters; or B. (ii) if the aggregate principal amount of Defaulted Securities [Notes] [Certificates] exceeds 10% of the aggregate principal amount of the Notes Offered [Notes] [Certificates] to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the Depositor or any non-defaulting Underwriters. No action taken pursuant to this Section 10 shall relieve the any defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 10, each of the non-defaulting Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public an offering of the Notes Debt Securities shall fail at the applicable Closing Date Time to purchase the Notes Debt Securities which it is or they are obligated to purchase hereunder and under the applicable Terms Agreement (the “Defaulted Securities”), then the non-defaulting Underwriters such of you as are named therein shall have the right, within 24 hours thereafter, to make arrangements for one or more of the nondefaulting 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 Underwriters during such 24 hours you shall not have not completed such arrangements within such 24-hour periodfor the purchase of all the Defaulted Securities, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes Debt Securities to be purchased pursuant to this such Terms Agreement, the non-defaulting nondefaulting Underwriters named in such Terms Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations bear to the underwriting obligations of all nondefaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes Debt Securities to be purchased pursuant to this such Terms Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this applicable Terms Agreement shall terminate, terminate without any liability on the part of the non-defaulting Underwritersany nondefaulting Underwriter. No action taken pursuant to this Section shall relieve the any defaulting Underwriter from the liability with in respect to any of its default of such Underwriter under this Agreement and the applicable Terms Agreement. In the event of a any such default by any Underwriter or Underwriters as set forth in this Section, each of either you or the Underwriters and the Depositor Company shall have the right to postpone the applicable Closing Date Time for a period not exceeding five (5) Business Days seven days in order that to effect any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effectedarrangements. 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. If one or more of the Underwriters participating in the public offering of the Notes Underwritten Securities shall fail at the Closing Date to purchase the Notes which Underwritten Securities that it is (or they are) obligated to purchase hereunder (the “Defaulted Securities”), then the non-defaulting Underwriters shall have the right, within 24 hours thereafterupon receiving notice of such a default from either the Depositor or the Seller, 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 under the original terms set forth in such amounts as may be agreed upon and upon the terms herein set forththis Agreement. If, however, the Underwriters have not completed such arrangements within 24 hours of receiving such 24-hour periodnotice, then: A. (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Notes Underwritten Securities to be purchased pursuant to this Agreement, the non-defaulting Underwriters named in this Agreement shall be obligated, pro rata in the proportion shown in the attached Schedule 1 as to each non-defaulting Underwriter (“Pro Rata”) (unless the non-defaulting Underwriters agree among themselves to a different allocation) obligated to purchase the full amount thereofthereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or B. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Notes Underwritten Securities to be purchased pursuant to this Agreement, (a) no non-defaulting Underwriters shall be required to purchase any Notes which were to be purchased by the defaulting Underwriter, (b) the non-defaulting Underwriters may elect to purchase the remaining amount Pro Rata (unless the non-defaulting Underwriters agree among themselves to a different allocation) provided that if the non-defaulting Underwriters have not agreed to purchase the entire aggregate principal amount of the Notes, then this Agreement shall terminate, without any liability on the part of the any non-defaulting Underwriters. No action taken pursuant to this Section 10 shall relieve the any defaulting Underwriter from the liability with respect to any default of such Underwriter under this Agreement. In the event of a default by any Underwriter as set forth in this SectionSection 10, each of the Underwriters and the Depositor shall have the right to postpone the Closing Date for a period not exceeding five (5) Business Days in order that any applicable required changes in the Registration Statement, the Preliminary Prospectus, the Statement or Prospectus or in any other documents or arrangements may be effected.]