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 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: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material 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 Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderon 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 (bii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus General Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments 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 Notes that it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities 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 24-24 hour period, then: (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderon 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 (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either (i) the Representatives or (ii) the Company Issuer shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderon 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 (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone Closing Time, as the Closing Time case may be, for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus General Disclosure Package or in the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (a) if the principal amount number of Defaulted Securities Senior Notes does not exceed 10% of the aggregate principal amount of the Securities Senior Notes to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities Senior Notes exceeds 10% of the aggregate principal amount of the Securities Senior Notes to be purchased hereunder, this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 Agreement, either the Representatives or the Company shall will have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (ai) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Class A Notes to be purchased hereunderpursuant 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 (bii) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter or the CompanyUnderwriters. No action taken pursuant to this Section 10 13 shall relieve any defaulting Underwriter from the liability in with respect to any default of its defaultsuch Underwriter under this Agreement. In the event of any such a default which does not result by the Underwriters as set forth in a termination of this Agreement Section 13, either the Representatives Underwriters or the Company Seller shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or 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 Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, 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 (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements.

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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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. (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative or the Company Operating Partnership shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderpursuant 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 (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. 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 the Representatives you or the Company shall have the right to postpone the Closing Time or the Delivery Date, as applicable for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 the applicable Terms Agreement (the “"Defaulted Securities”"), the Representatives then you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives you shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount total number of Defaulted Securities does not exceed 10% of the aggregate principal amount total number of the Underwritten Securities to be purchased hereunderpursuant to such Terms 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 (b) if the principal amount total number of Defaulted Securities exceeds 10% of the aggregate principal amount total number of the Underwritten Securities to be purchased hereunderpursuant to such Terms Agreement, this the applicable Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 the Representatives you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements.

Default by One or More of the Underwriters. (a) If one or more of the Underwriters shall fail set forth in Schedule A fails at the any Closing Time to purchase the Securities Shares which it or they are obligated to purchase under this Agreement at such Closing Time (the “Defaulted SecuritiesShares”), the Representatives shall remaining Underwriter or Underwriters set forth in Schedule A (the “Non-Defaulting Underwriters”) will have the right, within 24 36 hours thereafter, to make arrangements for one or more of the nonNon-defaulting Defaulting Underwriters, or any other underwriter or underwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall Non-Defaulting Underwriters do not have completed complete such arrangements within such 2436-hour period, then: (ai) if the principal amount number of Defaulted Securities Shares does not exceed 10% one-eleventh of the aggregate principal amount number of the Securities Shares to be purchased hereunderhereunder at such Closing Time, each of the nonNon-defaulting 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 nonNon-defaulting Defaulting Underwriters, ; or (bii) if the principal amount number of Defaulted Securities Shares exceeds 10% one-eleventh of the aggregate principal amount number of the Securities Shares to be purchased hereunderhereunder at such Closing Time, this Agreement shall will terminate with respect to the Shares without liability on the part of any nonNon-defaulting Underwriter Defaulting Underwriters (provided that if such default occurs with respect to Option Shares after the First Closing Time, this Agreement will not terminate as to the Firm Shares or the Companyany Option Shares purchased prior to such termination). No action taken pursuant to this Section 10 shall 12(a) 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 with respect to the Shares, either the Representatives Non-Defaulting Underwriters or the Company shall will have the right to postpone the such Closing Time for the Shares for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Time of Sale Information or the Canadian Prospectus or in any other material documents. documents or arrangements. (b) 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 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 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: (a) if the aggregate original principal amount balance of Defaulted Securities does not exceed 10% of the aggregate original principal amount balance of the Offered Securities to be purchased hereunderpursuant to such Terms 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 (b) if the aggregate original principal amount balance of Defaulted Securities exceeds 10% of the aggregate original principal amount balance of the Offered Securities to be purchased hereunderpursuant to such Terms Agreement, this the applicable Terms Agreement shall terminate without any liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 Representatives you or the Company shall have the right to postpone the Closing Time Date for a period of time not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus Statement or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements.

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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities U.S. Shares to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities U.S. Shares to be purchased hereunderhereunder and arrangements satisfactory to the Underwriters and MUFG for the purchase of such U.S. Shares are not made within 36 hours of such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either Agreement, the Representatives or the Company MUFG shall have the right to postpone the Closing Time of Payment for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if If the principal amount aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased hereunderpursuant 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 (b) if If the principal amount aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement Agreement, either the Representatives you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 that it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative(s) shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative(s) or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Debt Securities to be purchased hereunderon 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Debt Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either Agreement, then the Representatives or the Operating Partnership and the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (ai) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (bii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative or the Company Partnership shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities Notes failed to be purchased by one or more Defaulting Underwriters does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities Notes failed to be purchased by one or more Defaulting Underwriters exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 either the Representatives Representative or the Company Issuer shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (ai) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (bii) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. 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 either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Statement or Prospectus or the Canadian Prospectus Supplement or in any other material documentsdocuments 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 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: (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderNotes, 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 (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderNotes, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter 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 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (ai) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (bii) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any nonNon-defaulting Underwriter or the CompanyDefaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives (i) Underwriters or (ii) the Company Selling Stockholders shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus General Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter 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 Agreement, either the Representatives Representative or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderhereunder and arrangements for the purchase of the Defaulted Securities that are satisfactory to the Company cannot be made, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (a) if the principal amount aggregate number of Defaulted Securities Shares does not exceed 10% of the aggregate principal amount number of shares of the Securities Firm Shares or Additional Shares, as the case may be, to be purchased hereunderpursuant 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 (b) if the principal amount aggregate number of Defaulted Securities Shares exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderFirm Shares or Additional Shares, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which that does not result in a termination of this Agreement either Agreement, the Representatives Representatives, the Company or the Company Selling Stockholders shall have the right to postpone the such Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if If the principal amount aggregate number of Shares which are Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased hereunderpursuant 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 (b) if If the principal amount aggregate number of Shares which are Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Shares to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the CompanyUnderwriters. 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 the Representatives you or the Company shall have the right to postpone the Closing Time or Option Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 participating in the public offering of the Underwritten Certificates shall fail at the Closing Time Date to purchase the Securities Underwritten Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesCertificates”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriters have not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Securities Underwritten Certificates to be purchased hereunderpursuant 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 (b) if the aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of the Securities Underwritten Certificates to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter or the CompanyUnderwriters. 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 either the Representatives or Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Underwritten Notes shall fail at the Closing 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 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: (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Underwritten Notes to be purchased hereunderpursuant 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 (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Underwritten Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter or the Company. Underwriters No action taken pursuant to this Section 10 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 either the Representatives or Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or 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 non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives non-defaulting Underwriters shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (ai) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant 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 (bii) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter or the CompanyUnderwriters. 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 either the Representatives or Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or 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 Date to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, 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 with respect to the Notes bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters with respect to the Notes; provided, however, that no non-defaulting Underwriter shall be obligated by this provision to purchase more than 110% of the principal amount of Notes that it agreed to purchase pursuant to the terms of Section 2, or (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. 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 (i) the Representatives other Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderNotes, 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 (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderNotes, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Notes which it is, or they are are, obligated to purchase under this Agreement (the “Defaulted SecuritiesNotes”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters or any other underwriters, 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: (a) if the principal amount number of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company Operating Partnership shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus preliminary prospectus or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, 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 (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements.

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 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 such arrangements within such 2436-hour period, then: (a) if If the principal amount aggregate number of Shares which are Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased hereunderpursuant 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 obligation proportions bear to the aggregate underwriting obligations obligation proportions of all non-defaulting Underwriters, orand (b) if If the principal amount aggregate number of Shares which are Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Shares to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 9 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 the Representatives you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 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 such arrangements within such 2436-hour period, then: (a) if If the principal amount aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased hereunderpursuant 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 obligation proportions bear to the aggregate underwriting obligations obligation proportions of all non-non- defaulting Underwriters, orand (b) if If the principal amount aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the CompanyUnderwriter. 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 the Representatives you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (ai) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant 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 (bii) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of the Depositor or any non-defaulting Underwriter or the CompanyUnderwriters. 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 either the Representatives or non-defaulting Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or 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 Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-hour period, then: (ai) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (bii) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives (i) Underwriters or (ii) the Forward Sellers or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus General Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments 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 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: (ai) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (bii) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives (i) Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Underwritten Notes to be purchased hereunderpursuant 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 (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Underwritten Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter or the Company. Underwriters No action taken pursuant to this Section 10 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 either the Representatives or Underwriters and the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.documents or 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 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 (aA) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (bB) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Final Prospectus or in any other material documentsdocuments 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 other Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives such arrangements shall not have been completed such arrangements within such 24-hour period, ; then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. 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 (i) the Representatives other Underwriters or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (ai) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderon 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 (bii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus General Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. The Company shall not be required to reimburse any defaulting Underwriter for any expenses under Sections 4, 6 and 7 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 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 under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthpurchase; ifprovided, however, that in the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if event that the principal aggregate amount of Defaulted Securities does not which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule A hereto, the Securities remaining Underwriters shall have the right to purchase all, but shall not be purchased hereunderunder any obligation to purchase any, each of the non-defaulting Securities, and if such nondefaulting Underwriters shall be obligated, severally and do 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter 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 a default by any such default which does not result Underwriter as set forth in a termination of this Agreement either Section 10, the Representatives or the Company shall have the right to postpone the [relevant] Closing Time shall be postponed for a period such period, not exceeding seven days to five Business Days, as the extent such delay is necessary to effect any Underwriters shall determine in order that the required changes in the Registration Statement, Statement and the U.S. Prospectus or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.documents or 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 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 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: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderInitial 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 (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderInitial Securities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. 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 the Representatives you or the Company Offerors shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Amended and Restated Underwriting Agreement (the “Defaulted SecuritiesNotes”), the Representatives Underwriters shall have the right, but not the obligation, within 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: (a) if the principal amount number of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderSenior 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 (b) if the principal amount number of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSenior Notes, this Amended and Restated Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its defaultdefault under this Amended and Restated Underwriting Agreement. In the event of any such default which does not result in a termination of this Agreement Amended and Restated Underwriting Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements.

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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 Agreement, either the Representatives Underwriters, on the one hand, or the Company or Selling Shareholder, on the other, shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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. ​ (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 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:: ​ (ai) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 ​ (bii) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. 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 either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven (7) days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Statement or Prospectus or the Canadian Prospectus Supplement or in any other material documentsdocuments 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 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: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 (the “Defaulted Securities”), the Representatives Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative(s) shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative(s) or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Offered Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Offered Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. 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 the Representatives you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Companynon‑defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal aggregate amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderat 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 (b) if the principal aggregate amount of the Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderat Closing Time, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration StatementGeneral Disclosure Package, the U.S. Prospectus or the Canadian Prospectus or in any other material documentsdocuments 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 Underwritten [Certificates][Notes] shall fail at the Closing Time Date to purchase the Securities Underwritten [Certificates][Notes] which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted Securities[Certificates][Notes]”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities [Certificates][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: (a) if the aggregate principal amount of Defaulted Securities [Certificates][Notes] does not exceed 10% of the aggregate principal amount of the Securities Underwritten [Certificates][Notes] to be purchased hereunderpursuant 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 (b) if the aggregate principal amount of Defaulted Securities [Certificates][Notes] exceeds 10% of the aggregate principal amount of the Securities Underwritten [Certificates][Notes] to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. 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 either the Representatives or Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or 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 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 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: (aA) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (bB) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. 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 Underwriting Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documentsdocuments 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”"DEFAULTED SECURITIES"), the Representatives you shall have the right, within 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: (a) if If the principal amount aggregate number of Shares which are Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased hereunderpursuant 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 (b) if If the principal amount aggregate number of Shares which are Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Shares to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the CompanyUnderwriter. 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 the Representatives you or the Company shall have the right to postpone the Closing Time or Option Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 which that it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Non-Defaulting Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements.

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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter 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 Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderhereunder and arrangements for the purchase of the Defaulted Securities that are satisfactory to Parent and the Company cannot be made, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or Parent and the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities set forth in Schedule A hereto, the Securities remaining Underwriters shall have the right to purchase all, but shall not be purchased hereunderunder any obligation to purchase any, each of the non-defaulting Securities, and if such nondefaulting Underwriters shall be obligated, severally and do 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or the Company. No action taken pursuant to In the event of a default by any Underwriter as set forth in this Section 10 10, the Closing Time shall be postponed for such period, not exceeding five Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained 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 either the Representatives or liability, if any, to the Company shall have the right to postpone the Closing Time and any nondefaulting Underwriter for a period not exceeding seven days to the extent such delay is necessary to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted 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 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderon 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives Representative or (ii) the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Pricing Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments 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 rightright (and, as provided in Section 12(a) below, the obligation), within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 12 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 (i) the Representatives Representative or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (a1) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunderon 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 (b2) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company Underwriters shall have the right to postpone the Closing Time Date for a period not exceeding seven five business days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus General Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments 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 Date to purchase the Preferred Securities which it or they are obligated to purchase under this Agreement (the “"Defaulted Preferred Securities”"), the Representatives Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of the Defaulted Preferred 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: (a) if the principal amount number of Defaulted Preferred Securities does not exceed 10% of the aggregate principal amount total number of the Preferred Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Preferred Securities exceeds 10% of the aggregate principal amount of the Preferred Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documentsdocuments 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 is obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives other Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements have not been completed within such 24-hour period, then: (a) if If the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if If the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either Agreement, the Representatives Underwriters or the Company Operating Partnership shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Delivery Date to purchase the Securities Notes which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”Notes"), the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time Delivery Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documentsdocuments 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 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: (ai) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant 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 (bii) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of the Depositor or any non-defaulting Underwriter or the CompanyUnderwriters. 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 either the Representatives or non-defaulting Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or 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”"DEFAULTED SECURITIES"), the Representatives Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-non defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Underwriters shall not have completed such arrangements within such 24-24 hour period, then: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-non defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 of purchase to purchase the Securities Shares which it or they are obligated to purchase under this Agreement (the “Defaulted SecuritiesShares”), the Representatives Wachovia Capital Markets, LLC shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Wachovia Capital Markets, LLC shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount number of Defaulted Securities Shares does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased hereunderon 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 (b) if the principal amount number of Defaulted Securities Shares exceeds 10% of the aggregate principal amount number of the Securities Shares to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either Agreement, the Representatives or the Company Underwriters shall have the right to postpone the Closing Time time of purchase for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (a) if the principal amount number of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderSenior 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 (b) if the principal amount number of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSenior Notes, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 Underwriting Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements.

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 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: (a) if the principal amount number of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount Cash Portion or the Exchange Portion of the Securities Notes, as applicable, to be purchased hereunderpursuant 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 (b) if the principal amount number of Defaulted Securities Notes exceeds 10% of the aggregate principal amount Cash Portion or the Exchange Portion, as applicable of the Securities Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 either Agreement, each of the Representatives Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements.

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 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: (ai) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (bii) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunder, 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either Agreement, the Representatives or the Company Representative shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthpurchase; ifprovided, however, that in the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if event that the principal aggregate amount of Defaulted Securities does not which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule A hereto, the Securities remaining Underwriters shall have the right to purchase all, but shall not be purchased hereunderunder any obligation to purchase any, each of the non-defaulting Securities, and if such nondefaulting Underwriters shall be obligated, severally and do 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or the Company. No action taken pursuant to In the event of a default by any Underwriter as set forth in this Section 10 10, the Closing Time shall be postponed for such period, not exceeding five Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained 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 either the Representatives or liability, if any, to the Company shall have the right to postpone the Closing Time and any nondefaulting Underwriter for a period not exceeding seven days to the extent such delay is necessary to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted 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 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 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: (a) if If the principal amount aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased hereunderpursuant 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 (b) if If the principal amount aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 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 the Representatives you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Senior Notes which it or they are obligated to purchase under this Agreement (the “"Defaulted Securities”"), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Senior Notes to be purchased hereunder, 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Senior Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Representative or the Company Transferor shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 Series 2001-1 Notes shall fail at the Closing Time Date to purchase the Securities Series 2001-1 Notes which it or they are is obligated to purchase under this Agreement hereunder (the “"Defaulted Securities”"), then the Representatives non-defaulting Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then: (a) : if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Series 2001-1 Notes to be purchased hereunderpursuant to this Agreement, each of the non-defaulting Underwriters Underwriter(s) 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 Underwritersthereof, or (b) or if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Series 2001-1 Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter(s). No action taken pursuant to this Section 10 shall relieve the defaulting Underwriter(s) from the liability with respect to any defaulting Underwriter from liability in respect default of its defaultsuch Underwriter(s) under this Agreement. In the event of any such a default which does not result by an Underwriter as set forth in a termination this Section, each of this Agreement either the Representatives or Underwriters and the Company Seller shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangements may be effected.

Default by One or More of the Underwriters. If one or more of the Underwriters participating in the public offering of the Offered Certificates shall fail at the Closing Time Date to purchase the Securities Offered Certificates which it is (or they are are) obligated to purchase under this Agreement hereunder (the “Defaulted SecuritiesCertificates”), then the Representatives non-defaulting Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the Representatives shall non-defaulting Underwriters have not have completed such arrangements within such 24-hour period, then: (a1) if the aggregate principal amount of Defaulted Securities Certificates does not exceed 10% of the aggregate principal amount of the Securities Offered Certificates to be purchased hereunderpursuant 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 (b2) if the aggregate principal amount of Defaulted Securities Certificates exceeds 10% of the aggregate principal amount of the Securities Offered Certificates to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of the Depositor or any non-defaulting Underwriter or the CompanyUnderwriters. 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 either the Representatives or non-defaulting Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or 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 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 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 such arrangements within such 2436-hour period, then: (a) if If the principal amount aggregate number of Firm Shares which are Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased hereunderpursuant 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 obligation proportions bear to the aggregate underwriting obligations obligation proportions of all non-defaulting Underwriters, or and (b) if If the principal amount aggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate principal amount number of the Securities Firm Shares to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter or the CompanyUnderwriter. 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 the Representatives you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 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 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: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderInitial 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 (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderInitial Securities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. 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 the Representatives you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (ai) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant 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 (bii) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunderpursuant to this Agreement, this Agreement shall terminate terminate, without any liability on the part of the Depositor or any non-defaulting Underwriter or the CompanyUnderwriters. No action taken pursuant to this Section 10 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 either the Representatives or non-defaulting Underwriters and the Company Depositor shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary to effect five Business Days in order that any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or 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 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 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: (a) if the aggregate principal amount of Defaulted Securities Notes does not exceed 10% of the respective aggregate principal amount amounts of Fixed Rate Notes and/or Floating Rate Notes, as the Securities case may be, to be purchased hereunderon such date 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 (b) if the aggregate principal amount of Defaulted Securities Notes exceeds 10% of the respective aggregate principal amount amounts of Fixed Rate Notes and/or Floating Rate Notes, as the Securities case may be, to be purchased hereunderon such date pursuant to this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 11 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives non-defaulting Underwriters or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10documents or arrangement.

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 Agreement (the “Defaulted Securities”), the Representatives remaining Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, 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 with respect to the Notes bear to the underwriting purchase obligations of all non-defaulting UnderwritersUnderwriters with respect to the Notes; provided, however, that no non-defaulting Underwriter shall be obligated by this provision to purchase more than 110% of the principal amount of Notes that it agreed to purchase pursuant to the terms of Section 2, or (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities Notes to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives Underwriters or the Company shall have the right to postpone the Closing Time Date for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments 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 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunderon 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderon such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus General Disclosure Package or the Canadian Prospectus or in any other material documentsdocuments 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 under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthpurchase; ifprovided, however, that in the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if event that the principal aggregate amount of Defaulted Securities does not which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule A hereto, the Securities remaining Underwriters shall have the right to purchase all, but shall not be purchased hereunderunder any obligation to purchase any, each of the non-defaulting Securities, and if such nondefaulting Underwriters shall be obligated, severally and do 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or the Company. No action taken pursuant to In the event of a default by any Underwriter as set forth in this Section 10 10, the [relevant] Closing Time shall be postponed for such period, not exceeding five Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained 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 either the Representatives or liability, if any, to the Company shall have the right to postpone the Closing Time and any nondefaulting Underwriter for a period not exceeding seven days to the extent such delay is necessary to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted 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 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 under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthpurchase; ifprovided, however, that in the Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if event that the principal aggregate amount of Defaulted Securities does not which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedules A and B hereto, the Securities remaining Underwriters shall have the right to purchase all, but shall not be purchased hereunderunder any obligation to purchase any, each of the non-defaulting Securities, and if such nondefaulting Underwriters shall be obligated, severally and do 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunderSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or the Company. No action taken pursuant to In the event of a default by any Underwriter as set forth in this Section 10 10, the Closing Time shall be postponed for such period, not exceeding five Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained 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 either the Representatives or liability, if any, to the Company shall have the right to postpone the Closing Time and any nondefaulting Underwriter for a period not exceeding seven days to the extent such delay is necessary to effect any required changes in the Registration Statement, the U.S. Prospectus or the Canadian Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted 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 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: (ai) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (bii) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments or arrangements. As used herein, 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 which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other 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: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, 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 (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments 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 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: (a) if the principal amount number of Defaulted Securities does not exceed 10% of the aggregate principal amount total number of the Securities to be purchased hereunderat 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 (b) if the principal amount number of Defaulted Securities exceeds 10% of the aggregate principal amount total number of the Securities to be purchased hereunderat the Closing Time, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyUnderwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days to the extent such delay is necessary in order to effect any required changes in the Registration Statement, the U.S. Prospectus Statement or the Canadian Prospectus or in any other material documentsdocuments or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.