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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to the extent such delay is necessary to effect any required changes in the Registration Statement, the General Disclosure Package U.S. Prospectus or the Canadian Prospectus or in any other documents or arrangementsmaterial documents. 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 shall fail at on the Closing Time Date to purchase the Offered Securities which it or they are obligated to purchase hereunder and under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Representatives you shall have the right, within twenty-four (24) 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 set forth herein set forth; ifand in the applicable Terms Agreement. If, however, the Representatives shall you have not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate original principal balance of Defaulted Securities does not exceed 10% of the number aggregate original principal balance of the Offered Securities to be purchased on pursuant to such dateTerms Agreement, each of the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder thereunder bear to the underwriting obligations of all non-defaulting Underwriters, or; and (iib) if the number aggregate original principal balance of Defaulted Securities exceeds 10% of the number aggregate original principal balance of the Offered Securities to be purchased on pursuant to such dateTerms Agreement, this the applicable Terms Agreement or the obligation of the Underwriters to purchase, shall terminate without any liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 13 and nothing in this Agreement shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or such applicable Terms Agreement, either the (i) Representatives you or (ii) the Company shall have the right to postpone the Closing Time Date for a period of time not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus Statement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Class A Notes shall fail at the Closing Time to purchase the Securities Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Notes"), then such of the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 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. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Class A Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchaseshall terminate, shall terminate without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of any such a default which does not result by the Underwriters as set forth in a termination of this Agreement or Section 13, either the (i) Representatives Underwriters or (ii) the Company Seller shall have the right to postpone the Closing Time for a period not exceeding seven (7) days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

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

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail fails at the Closing Time to purchase the Securities Senior Notes which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”Senior Notes"), the Representatives shall will have the right, within twenty-four (24) 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 Securities Senior Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall do not have completed complete such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities Senior Notes does not exceed 10% of the number aggregate principal amount of Securities the Senior Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall will be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Senior Notes exceeds 10% of the number aggregate principal amount of Securities the Senior Notes to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall will terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall will relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives or (ii) the Company shall will have the right to postpone Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1011.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Notes that it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representatives shall have the right, within twenty-four (24) 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 Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder (as set forth in Schedule A) bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time Time, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an a Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of ------------------------------------------ the Underwriters shall fail at the Closing Time to purchase the Underwritten Securities which it or they are obligated to purchase under this the applicable Terms Agreement (the “"Defaulted Securities”"), the Representatives then you shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives you shall not have completed such arrangements within such 24-hour period, then: (ia) if the total number of Defaulted Securities does not exceed 10% of the total number of Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, each of the non-defaulting Underwriters named in such Terms Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the total number of Defaulted Securities exceeds 10% of the total number of Underwritten Securities to be purchased on pursuant to such dateTerms Agreement, this the applicable Terms Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its defaultdefault under this Agreement and the applicable Terms Agreement. In the event of any such default which does not result in a termination of this Agreement the applicable Terms Agreement, either you or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Time, to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (any such Underwriter, the “Defaulted SecuritiesDefaulting Underwriter”), the Representatives Representative shall have the right, within twenty-four (24) 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 failed to be purchased in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities Notes failed to be purchased by one or more Defaulting Underwriters does not exceed 10% of the number aggregate amount of Securities the Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Notes failed to be purchased by one or more Defaulting Underwriters exceeds 10% of the number aggregate amount of Securities the Notes to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or either the (i) Representatives Representative or (ii) the Company Issuer shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Date to purchase the Securities Notes which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted SecuritiesNotes”), the Representatives Underwriters shall have the right, but not the obligation, within twenty-four (24) 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, 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 Representatives Underwriters shall not have completed such arrangements within such 2436-hour period, then: (ia) if the number of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such datethe Notes, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations to purchase hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities to be purchased on such datethe Notes, this Underwriting Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its defaultdefault under this Underwriting Agreement. In the event of any such default which does not result in a termination of this Agreement or Underwriting Agreement, either the (i) Representatives Underwriters or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Underwriters shall have the right, within twenty-four (24) 48 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters (the “Non-Defaulting Underwriters”), or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 2448-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the nonNon-defaulting Defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all nonNon-defaulting Defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any nonNon-defaulting Defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives Underwriters or (ii) the Company Selling Stockholders shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the such 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 Representatives such non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such datethe Notes, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities to be purchased on such datethe Notes, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company, except that the acknowledgements and agreements in Section 2(c) hereof, the provisions of Section 5 hereof, and the indemnity and contribution agreements set forth in Sections 7 and 8 hereof and the provisions of Section 14 hereof shall remain in effect. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the The term “Underwriter” includes as used in this Agreement shall include any person underwriter substituted for an Underwriter under this Section 10a defaulting Underwriter.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Initial Closing Time or at any Additional Closing Time to purchase the Securities which Firm Shares or Additional Shares hereunder that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”Shares"), the Representatives shall have the right, within twenty-four (24) 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 forthforth in this Agreement; if, however, the Representatives shall have not have completed such arrangements within such 24-hour period, then: (ia) if the aggregate number of Defaulted Securities Shares does not exceed 10% of the aggregate number of Securities shares of the Firm Shares or Additional Shares, as the case may be, to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the respective proportions that their respective underwriting obligations hereunder bear the number of Firm Shares or Additional Shares set forth opposite the names of such non-defaulting Underwriters in Schedule I bears to the underwriting obligations total aggregate number of all Firm Shares or Additional Shares set forth opposite the names of such non-defaulting Underwriters, or (iib) if the aggregate number of Defaulted Securities Shares exceeds 10% of the aggregate number of Securities to be purchased on such datethe Firm Shares or Additional Shares, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement or either Agreement, the (i) Representatives or (ii) Representatives, the Company or the Selling Stockholders shall have the right to postpone such Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representatives shall have the right, within twenty-four (24) 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 Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities Notes to be purchased on such dateat the Closing Time, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such dateat the Closing Time, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters underwriters shall fail at the Closing Time to purchase the Securities which that it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives shall have the right, within twenty-four (24) 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 defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder under this Agreement bear to the underwriting obligations of all such non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchaseshall terminate, shall terminate without any liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus, the applicable Prospectus Supplement or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number principal amount of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number principal amount of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to the extent such delay is necessary to effect any required changes in the Registration Statement, the General Disclosure Package U.S. Prospectus or the Canadian Prospectus or in any other documents or arrangementsmaterial documents. 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Shares that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representatives you shall have the right, within twenty-four (24) 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall you have not have completed such arrangements within such 2436-hour period, then: (ia) if If the aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters, orand (iib) if If the aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either you or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used hereinin this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1011.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time of Payment to purchase the Securities U.S. Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the aggregate number of Securities the U.S. Shares to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of the U.S. Shares constituting Defaulted Securities in the proportions that their respective underwriting obligations of the U.S. Shares hereunder bear to the underwriting obligations of the U.S. Shares of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the aggregate number of Securities the U.S. Shares to be purchased on hereunder and arrangements satisfactory to the Underwriters and MUFG for the purchase of such dateU.S. Shares are not made within 36 hours of such default, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or either Agreement, the (i) Representatives or (ii) the Company MUFG shall have the right to postpone Closing the Time of Payment for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time Date to purchase the Securities Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”Notes"), then the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 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. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchaseshall terminate, shall terminate without any liability on the part of any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 10, each of this Agreement or either the (i) Representatives or (ii) Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements 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 Time Date to purchase the Securities Underwritten Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 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. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Underwritten Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities the Underwritten Notes to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchaseshall terminate, shall terminate without any liability on the part of any non-defaulting Underwriter. Underwriters No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter set forth in a termination this Section 11, each of this Agreement or either the (i) Representatives or (ii) Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or date of delivery, if any, to purchase the Securities which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted Securities”), the Representatives Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (i) A. if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) B. if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Underwriting Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Underwriting Agreement, either the (i) Representatives Underwriters or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package U.S. Prospectus or the Canadian Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10Section.

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Shares that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted SecuritiesDEFAULTED SECURITIES”), the Representatives you shall have the right, within twenty-four (24) 48 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall you have not have completed such arrangements within such 2448-hour period, then: (ia) if If the aggregate number of Shares which are Defaulted Securities does not exceed 10% of the aggregate number of Securities Shares to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder proportions bear to the underwriting obligations aggregate Underwriting Obligation Proportions of all non-defaulting Underwriters, or; and (iib) if If the aggregate number of Shares which are Defaulted Securities exceeds 10% of the aggregate number of Securities Shares to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 10 shall relieve any the defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either you or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time or Option Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used hereinin this Agreement, the term “UnderwriterUNDERWRITER” 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 shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Debt Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Debt Securities to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or either Agreement, then the (i) Representatives or (ii) the Operating Partnership and the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Notes shall fail at the Closing Time Date to purchase the Securities Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 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. If, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, ; or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchaseshall terminate, shall terminate without any liability on the part of the Depositor or any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 11, each of this Agreement or either the (i) Representatives or (ii) non-defaulting Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

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

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, 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 A hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which it the defaulting Underwriter or they are obligated 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 under this Agreement (shall exceed 10% of the “Defaulted Securities”)aggregate amount of Securities set forth in Schedule A hereto, the Representatives remaining Underwriters shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Securities, and if such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall nondefaulting Underwriters do not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% purchase all of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateSecurities, this Agreement or the obligation of the Underwriters to purchase, shall will terminate without liability on to any nondefaulting Underwriter or the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of a default by any such default which does not result Underwriter as set forth in a termination of this Agreement or either Section 10, the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time shall be postponed for a period such period, not exceeding seven (7) days five Business Days, as the Underwriters shall determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or Statement and the Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and any person substituted nondefaulting Underwriter for an Underwriter under this Section 10damages occasioned by its default hereunder.

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

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

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, 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 A hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which it the defaulting Underwriter or they are obligated 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 under this Agreement (shall exceed 10% of the “Defaulted Securities”)aggregate amount of Securities set forth in Schedule A hereto, the Representatives remaining Underwriters shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Securities, and if such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall nondefaulting Underwriters do not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% purchase all of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateSecurities, this Agreement or the obligation of the Underwriters to purchase, shall will terminate without liability on to any nondefaulting Underwriter or the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of a default by any such default which does not result Underwriter as set forth in a termination of this Agreement or either Section 10, the (i) Representatives or (ii) the Company shall have the right to postpone [relevant] Closing Time shall be postponed for a period such period, not exceeding seven (7) days five Business Days, as the Underwriters shall determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or Statement and the Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and any person substituted nondefaulting Underwriter for an Underwriter under this Section 10damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule A hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which it the defaulting Underwriter or they are obligated Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase under this Agreement (shall exceed 10% of the “Defaulted Securities”)aggregate principal amount of the Securities set forth in Schedule A hereto, the Representatives remaining Underwriters shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Securities, and if such amounts as may be agreed upon and upon nondefaulting Underwriters do not purchase all the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateSecurities, this Agreement or the obligation of the Underwriters to purchase, shall will terminate without liability on to any nondefaulting Underwriter or the part Company except that the provisions of any non-defaulting Underwriter. No action taken pursuant to this Section Sections 5(a), 7, 8, 9, 12 and 17 shall relieve any defaulting Underwriter from liability in respect of its defaultat all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such default which does not result in a termination of this Agreement or either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time for a period period, not exceeding seven (7) days five Business Days, as the Representatives shall determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or and the Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and any person substituted nondefaulting Underwriter for an Underwriter under this Section 10damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the any Closing Time Date to purchase the Securities which it or they are obligated to purchase under this Agreement at such Closing Date (the “"Defaulted Securities”"), the Representatives Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the total number of Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting purchasing obligations hereunder bear to the underwriting purchasing obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives Underwriters or (ii) the Company Offerors shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 109.

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

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, 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 A hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which it the defaulting Underwriter or they are obligated 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 under this Agreement (shall exceed 10% of the “Defaulted Securities”)aggregate amount of Securities set forth in Schedule A hereto, the Representatives remaining Underwriters shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Securities, and if such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall nondefaulting Underwriters do not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% purchase all of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateSecurities, this Agreement or the obligation of the Underwriters to purchase, shall will terminate without liability on to any nondefaulting Underwriter or the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of a default by any such default which does not result Underwriter as set forth in a termination of this Agreement or either Section 10, the (i) Representatives or (ii) the Company shall have the right to postpone [relevant] Closing Time shall be postponed for a period such period, not exceeding seven (7) days five Business Days, as the Underwriters shall determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or Statement and the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.arrangements may be

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Offered Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives you shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives you shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Offered Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Offered Securities to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. 22 No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either you or either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

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

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

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 Time Date to purchase the Securities Underwritten Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 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. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Underwritten Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities the Underwritten Notes to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchaseshall terminate, shall terminate without any liability on the part of any non-defaulting Underwriter. Underwriters No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter set forth in a termination this Section 11, each of this Agreement or either the (i) Representatives or (ii) Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.arrangements may be effected

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or date of delivery, if any, to purchase the Securities which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted Securities”), the Representatives Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (iA) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iiB) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Underwriting Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Underwriting Agreement, either the (i) Representatives Underwriters or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package U.S. Prospectus or the Canadian Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10Section.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase any of the Securities Fixed Rate Notes and/or Floating Rate Notes which it or they are obligated to purchase under this Agreement (in each case, the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of such Fixed Rate Notes and/or Floating Rate Notes, as the Defaulted Securities case may be, in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number respective aggregate principal amounts of Securities Fixed Rate Notes and/or Floating Rate Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder under this Agreement bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters of such Fixed Rate Notes and/or Floating Rate Notes, as the case may be, or (iib) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number respective aggregate principal amounts of Securities Fixed Rate Notes and/or Floating Rate Notes, as the case may be, to be purchased on such datedate pursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives non-defaulting Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangement.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 12 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives Underwriters, on the one hand, or (ii) the Company or Selling Shareholder, on the other, shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1012.

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

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

Default by One or More of the Underwriters. ​ (a) If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives ​ Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then:: ​ (i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, oror ​ (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. . (b) No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. . (c) In the event of any such default which does not result in a termination of this Agreement or either the (i) Representatives Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus Supplement or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour 24‑hour period, then: (i1) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting non‑defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting non‑defaulting Underwriters, ; or (ii2) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 12 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or either the (i) Representatives or (ii) the Company Underwriters shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) five business days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1012.

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

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted Securities”), the Representatives Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (iA) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iiB) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Underwriting Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Underwriting Agreement, either the (i) Representatives Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package U.S. Final Prospectus or the Canadian Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10Section.

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 Date to purchase the Securities Notes which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesNotes”), then the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 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. If, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (i) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters named in this Agreement shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all such non-defaulting Underwriters, ; or (ii) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchaseshall terminate, shall terminate without any liability on the part of the Depositor or any non-defaulting UnderwriterUnderwriters. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of a default by any such default which does not result Underwriter as set forth in a termination this Section 10, each of this Agreement or either the (i) Representatives or (ii) non-defaulting Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days five Business Days in order to effect that any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10arrangements may be effected.

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

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

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Shares that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representatives you shall have the right, within twenty-four (24) 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall you have not have completed such arrangements within such 2436-hour period, then: (ia) if If the aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters, or; and (iib) if If the aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either you or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used hereinin this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 109.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Shares that it or they are obligated to purchase under pursuant to this Agreement (the “Defaulted Securities”"DEFAULTED SECURITIES"), the Representatives you shall have the right, within twenty-four (24) 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall you have not have completed complete such arrangements within such 2436-hour period, then: (ia) if If the aggregate number of Shares which are Defaulted Securities does not exceed 10% of the aggregate number of Securities Shares to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder proportions bear to the aggregate underwriting obligations obligation proportions of all non-defaulting Underwriters, or; and (iib) if If the aggregate number of Shares which are Defaulted Securities exceeds 10% of the aggregate number of Securities Shares to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any the non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any the defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either you or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time or Option Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used hereinin this Agreement, the term “Underwriter” "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 shall fail at the Closing Time to purchase the Securities Notes which it is, or they are are, obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representatives shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, underwriter(s) 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 Representatives non-defaulting Underwriter shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datehereunder, each of the non-defaulting Underwriters Underwriter shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities the Notes to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives or (ii) the Company Operating Partnership shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package preliminary prospectus or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time Date to purchase the Securities Senior Notes which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted SecuritiesNotes”), the Representatives Underwriters shall have the right, but not the obligation, within twenty-four (24) 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, 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 Representatives Underwriters shall not have completed such arrangements within such 2436-hour period, then: (ia) if the number of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such datethe Senior Notes, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations to purchase hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities to be purchased on such datethe Senior Notes, this Underwriting Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 11 shall relieve any defaulting Underwriter from liability in respect of its defaultdefault under this Underwriting Agreement. In the event of any such default which does not result in a termination of this Agreement or Underwriting Agreement, either the (i) Representatives Underwriters or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement as set forth in Schedule I (the “Defaulted SecuritiesNotes”), the Representatives other Underwriter or Underwriters of the Cash Portion or the Exchange Portion of the Notes, as applicable, shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriter or Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Notes of the Cash Portion or the Exchange Portion of the Notes, as applicable, in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives other Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities Notes does not exceed 10% of the number Cash Portion or the Exchange Portion of Securities the Notes, as applicable, to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriter or Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting UnderwritersUnderwriters of the Cash Portion or the Exchange Portion, as applicable, or (iib) if the number of Defaulted Securities Notes exceeds 10% of the number Cash Portion or the Exchange Portion, as applicable of Securities the Notes to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its defaultdefault under this Agreement. In the event of any such default which does not result in a termination of this Agreement Agreement, each of the Underwriters or either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representatives non-defaulting Underwriters shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the such 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 Representatives such non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such datethe Notes, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities to be purchased on such datethe Notes, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the The term “Underwriter” includes as used in this Agreement shall include any person underwriter substituted for an Underwriter under this Section 10a defaulting Underwriter.

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within twenty-four (24) 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number aggregate principal amount of Securities to be purchased on such datehereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof of the Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, ; or (ii) if the number of Defaulted Securities exceeds 10% of the number aggregate principal amount of the Securities to be purchased on such datehereunder, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 109.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase any of the Securities Preferred Shares which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”Preferred Shares"), the Representatives Underwriters shall have the right, within twenty-four (24) 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 Preferred Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (ia) if the number of Defaulted Securities Preferred Shares does not exceed 10% of the number of Securities Preferred Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number of Defaulted Securities Preferred Shares exceeds 10% of the number of Securities Preferred Shares to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives Underwriters or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 10.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which Shares that it or they are obligated to purchase under pursuant to this Agreement (the “"Defaulted Securities”"), the Representatives you shall have the right, within twenty-four (24) 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the Representatives shall you have not have completed such arrangements within such 2436-hour period, then: (ia) if If the aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters, orand (iib) if If the aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate number of Securities Firm Shares to be purchased on such datepursuant to this Agreement, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either you or either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used hereinin this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 109.

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

Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representatives shall have the right, within twenty-four (24) 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 Representatives shall not have completed such arrangements within such 24-hour period, then: (ia) if the number principal amount of Defaulted Securities Notes does not exceed 10% of the number aggregate principal amount of Securities the Notes to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full aggregate principal amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (iib) if the number aggregate principal amount of Defaulted Securities Notes exceeds 10% of the number aggregate principal amount of Securities Notes to be purchased on such date, this Agreement or the obligation of the Underwriters to purchase, shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or Agreement, either the (i) Representatives Representatives, on the one hand, or (ii) the Company Company, on the other, shall have the right to postpone the Closing Time for a period not exceeding seven (7) days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

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

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

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

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

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

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, 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 Schedules A and B hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which it the defaulting Underwriter or they are obligated 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 under this Agreement (shall exceed 10% of the “Defaulted Securities”)aggregate amount of Securities set forth in Schedules A and B hereto, the Representatives remaining Underwriters shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, right to purchase all, but shall not less than allbe under any obligation to purchase any, of the Defaulted Securities in Securities, and if such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall nondefaulting Underwriters do not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% purchase all of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such dateSecurities, this Agreement or the obligation of the Underwriters to purchase, shall will terminate without liability on to any nondefaulting Underwriter or the part of any non-defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its defaultCompany. In the event of a default by any such default which does not result Underwriter as set forth in a termination of this Agreement or either Section 10, the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time shall be postponed for a period such period, not exceeding seven (7) days five Business Days, as the Underwriters shall determine in order to effect any that the required changes in the Registration Statement, the General Disclosure Package or Statement and the Prospectus or in any other documents or arrangementsarrangements may be effected. As used hereinNothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the term “Underwriter” includes Company and any person substituted nondefaulting Underwriter for an Underwriter under this Section 10damages occasioned by its default hereunder.

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