Common use of Default by a Purchaser Clause in Contracts

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Purchasers) the Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or the Company and the Guarantors. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors and any nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date ---------------------- to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which that the principal amount of Fixed Rate Notes or Floating Rate Notes, as the Securities case may be, set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities Fixed Rate Notes or Floating Rate Notes, as the case may be, set forth opposite the names of all the remaining PurchasersPurchaser(s)) the Securities which that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event -------- ------- that the aggregate principal amount of Securities which that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting non-defaulting Purchaser or the Company and the GuarantorsCompany. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company Purchasers shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors and Company or any nondefaulting non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Purchasers) the Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or Purchaser, the Company and or the Guarantors. In the event of a default by any Purchaser as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives and the Company Representative shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum Circular or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors and any nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers Purchaser shall fail on the Closing Date default in its obligation to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed it has agreed to purchase which hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the principal amount of terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount purchase of such Securities, then the Issuer shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities set forth opposite the names of all the remaining Purchasers) the Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in on such terms. In the event that, within the respective prescribed periods, you notify the Issuer. that you have so arranged for the aggregate principal amount purchase of Securities which such Securities, or the defaulting Purchaser Issuer notify you that they have so arranged for the purchase of such Securities, you or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers Issuer shall have the right to purchase all, but shall postpone the Time of Delivery for a period of not be under any obligation to purchase any, of the Securities, and if such nondefaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or the Company and the Guarantors. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding more than seven days, as the Representatives and the Company shall determine in order that the required to effect whatever changes may thereby be made necessary in the Disclosure Package and the Final Offering Memorandum Memorandum, or in any other documents or arrangements arrangements, and the Issuer agree to prepare promptly any amendments to the Offering Memorandum which in your opinion may thereby be effectedmade necessary. Nothing contained The term "Purchaser" as used in this Agreement shall relieve include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Issuer as provided in subsection (a) above, the aggregate original principal amount of its liabilitysuch Securities which remains unpurchased does not exceed one-tenth of the aggregate original principal amount of all the Securities, if anythen the Issuer shall have the right to require each non-defaulting Purchaser to purchase the original principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the Companyoriginal principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Issuer as provided in subsection (a) above, the Guarantors aggregate original principal amount of Securities which remains unpurchased exceeds one-tenth of the aggregate original principal amount of all the Securities, or if the Issuer shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Issuer, except for the expenses to be borne by the Issuer and any nondefaulting the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for damages occasioned by its default hereunderdefault.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date ----------------------- to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining PurchasersPurchaser(s)) the Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate -------- ------- principal amount of Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or non-defaulting Purchaser, the Company and the Guarantorsor any Guarantor. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company Purchasers shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors and any nondefaulting Guarantor or any non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Purchasers) the Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser Purchaser, the Issuers or the Company and the Guarantors. In the event of a default by any Purchaser as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives and the Company Representative shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum Circular or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the CompanyIssuers, the Guarantors and any nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the New Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the New Securities set forth opposite their names in Schedule I hereto to the Purchase Agreement bears to the aggregate principal amount of such New Securities set forth opposite the names of all the remaining Purchasers) the New Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate principal amount of New Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of New Securities set forth in Schedule I heretoto the Purchase Agreement, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the New Securities, and if such nondefaulting Purchasers do not purchase all of the New Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or the Company and the GuarantorsCompany. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company Representative shall determine in order that the required changes in the Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors Company and any nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers either Purchaser shall fail on the Closing Date to purchase and pay for any of the Securities Privately Offered Certificates agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers Purchaser shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Purchasers) the Securities which Privately Offered Certificates that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate initial principal amount or notional amount, as the case may be, of Securities which Privately Offered Certificates that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of (a) the aggregate principal amount Class Principal Balance of Securities the Class F, Class G and Class H Certificates set forth in Schedule I hereto or (b) the Class Notional Amount of the Class X Certificates set forth in Schedule I hereto, as the case may be, the remaining Purchasers Purchaser shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesPrivately Offered Certificates, and if such nondefaulting Purchasers do Purchaser does not purchase all of the SecuritiesPrivately Offered Certificates, this Agreement will terminate without liability to any the nondefaulting Purchaser or the Company and the GuarantorsMCFI. In the event of a default by any Purchaser as set forth in this Section 98, the Closing Date for the Privately Offered Certificates shall be postponed for such period, not exceeding seven days, as the Representatives and the Company nondefaulting Purchaser shall determine in order that the required changes in the Disclosure Package and the Final Offering Private Placement Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall (x) relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors MCFI and to any nondefaulting Purchaser for damages occasioned by its default hereunderhereunder or (y) relieve any Purchaser of such Purchaser's obligations under the Agreement Among Underwriters, dated as of October 30, 1996, between the Purchasers (the "Agreement Among Underwriters"), including, without limitation, those set forth in Sections 5(b) and 5(c) thereof.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Offered Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Offered Securities set forth opposite their names in Schedule I A hereto bears to the aggregate principal amount of such Offered Securities set forth opposite the names of all the remaining Purchasers) the Offered Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Offered Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Offered Securities set forth in Schedule I A hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Purchasers do not purchase all of the Offered Securities, this Agreement will terminate without liability to any nondefaulting Purchaser Purchasers or the Company and the GuarantorsCompany. In the event of a default by any Purchaser as set forth in this Section 913, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the Representatives Salomon Smith Barney Inc. and the Company Credit Suisse First Boston LLC shall determine in order that detxxxxxx xx xxxex xxxx the required changes in the Disclosure Package and the Final Offering Memorandum Document or in any other documents or arrangements may be effected. Nothing contained in this its Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors and Company or any nondefaulting Purchaser for damages occasioned by its default hereunder.. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. [Remainder of Page Intentionally Left Blank] [Signature Page Immediately Follows] Very truly yours, ANR PIPELINE COMPANY By: /s/ GREG G. GRUBER ------------------------------------ Name: Greg G. Gruber Title: Senixx Xxxx Xxxxxxent, Chief Financial Officer and Treasurer The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written. SALOMON SMITH BARNEY INC. CREDIT SUISSE FIRST BOSTON LLC ABN AMRO INCOXXXXXXXX XXXX XX XXXRICA SECURITIES LLC BNP PARIBAS SECURITIES CORP. J.P. MORGAN SECURITIES INC. By: Salomon Smith Barney Inc. By: /s/ XXXX XXXXKEY -------------------------------- Name: Paul Shxxxxx Xitle: Vice President SCHEDULE A

Default by a Purchaser. If any one or more ---------------------- Purchasers shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder on the Closing Date and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Purchasers) the Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate total principal amount of Securities set forth in Schedule I heretothat the Purchasers are obligated to purchase on such Closing Date, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Purchasers do not purchase all of the SecuritiesSecurities to be purchased on such Closing Date, this Agreement will terminate without liability to any nondefaulting Purchaser or the Company and the GuarantorsCompany. In the event of a default by any Purchaser as set forth in this Section 98, the such Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company Purchasers shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors Company and any nondefaulting Purchaser for damages occasioned by its default hereunder. As used in this Agreement, the term "Purchaser" includes any person substituted for a Purchaser under this Section.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining PurchasersPurchaser(s)) the Securities which that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting non-defaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser non-defaulting Purchaser, the Company or the Company and the GuarantorsGuarantor. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company Purchasers shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting defaulting, Purchaser of its liability, if any, to the Company, the Guarantors and Company or any nondefaulting non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers either Purchaser shall fail on the Closing Date to ----------------------- purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers Purchaser shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase proportion which the principal amount of the Securities set forth opposite their names its name in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names name of all the remaining PurchasersPurchaser) the Securities which that the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal -------- ------- amount of Securities which that the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers Purchaser shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Purchasers do the non-defaulting Purchaser does not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or the non-defaulting Purchaser, the Company and the Guarantorsor Holding. In the event of a default by any either Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company Purchasers shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, Holding or the Guarantors and any nondefaulting non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If on the Closing Date any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Firm Securities agreed to be purchased by such Purchaser or Purchasers hereunder and the aggregate principal amount of Firm Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Firm Securities that the Purchasers are obligated to purchase and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, then the remaining Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Purchasers, or any other purchasers, to purchase all, but not less than all of the unsold Firm 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 the non-defaulting Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Firm Securities set forth opposite their names in Schedule I II hereto bears to the aggregate principal amount of such Firm Securities set forth opposite the names of all the remaining non-defaulting Purchasers) the Firm Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that . If any Purchaser or Purchasers so default and the aggregate principal amount of Firm Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Firm Securities that the defaulting Purchaser is obligated to purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 11. If, on the Additional Closing Date, any one or more Purchasers shall fail to purchase and pay for any of the Option Securities agreed to be purchased by such Purchaser or Purchasers hereunder and the aggregate principal amount of Option Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase shall does not exceed 10% of the aggregate total principal amount of Option Securities set forth in Schedule I heretothat the Purchasers to be purchased on the Additional Closing Date, the remaining non-defaulting Purchasers shall have the right option to (a) terminate their obligation hereunder to purchase all, but shall the Option Securities to be sold on the Additional Closing Date or (b) purchase not be under any obligation less than the principal amount of Option Securities that such non-defaulting Purchasers would have been obligated to purchase any, in the absence of the Securities, and if such nondefaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or the Company and the Guarantorsdefault. In the event of a default by any Purchaser as set forth As used in this Section 9Agreement, the Closing Date shall be postponed term “Purchaser” includes any person substituted for such period, not exceeding seven days, as the Representatives and the Company shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effecteda Purchaser under this Section. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors Company and any nondefaulting non-defaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the New Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount number of the Firm New Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount number of such Firm New Securities set forth opposite the names of all the remaining Purchasers) the New Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount number of Firm New Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of New Securities set forth in Schedule I heretoI, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the New Securities, and if such nondefaulting Purchasers do not purchase all of the New Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or the Company and the GuarantorsCompany. In the event of a default by any Purchaser as set forth in this Section 911, the Closing Date execution of the Purchase Agreement shall be postponed for such period, not exceeding seven days, as the Representatives and the Company Representative shall determine in order that the required changes in the Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors Company and any nondefaulting Purchaser for damages occasioned by its default hereunder.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Securities Notes agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities Notes set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities Notes set forth opposite the names of all the remaining Purchasers) the Securities Notes which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities Notes which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities Notes set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesNotes, and if such nondefaulting Purchasers do not purchase all of the SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting Purchaser or the Company and the GuarantorsCompany. In the event of a default by any Purchaser as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives and the Company shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors Company and any nondefaulting Purchaser for damages occasioned by its default hereunder.. Please confirm that the foregoing correctly sets forth the agreement between the Company and the Purchasers. ANCHOR BANCORP WISCONSIN INC. By: Name: Xxxx X. Xxxxxxxxx Title: Executive Vice President, Secretary and General Counsel Accepted and Agreed to: Name: Address: By: Name: Title: Address: By: Name: Title: Address: By: Name:

Default by a Purchaser. If any one Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or more Purchasers shall fail another party or other parties to purchase such Securities on the Closing Date terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Securities, then the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Issuers. that you have so arranged for the purchase of such Securities, or the Issuers notify you that they have so arranged for the purchase of such Securities, you or the Issuers shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Circular, or in any other documents or arrangements, and pay the Issuers agree to prepare promptly any amendments to the Offering Circular which in your opinion may thereby be made necessary. The term "Purchaser" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such of a defaulting Purchaser or Purchasers hereunder by you and such failure to purchase shall constitute a default the Issuers as provided in the performance of its or their obligations under this Agreementsubsection (a) above, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite which remains unpurchased does not exceed one-tenth of the names aggregate principal amount of all the remaining PurchasersSecurities, then the Issuers shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities which the of such defaulting Purchaser or Purchasers agreed for which such arrangements have not been made; but failed nothing herein shall relieve a defaulting Purchaser from liability for its default. If, after giving effect to purchase; providedany arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Issuers as provided in subsection (a) above, however, that in the event that the aggregate principal amount of Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% remains unpurchased exceeds one-tenth of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of all the Securities, and or if such nondefaulting the Issuers shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers do not to purchase all Securities of the Securitiesa defaulting Purchaser or Purchasers, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any nondefaulting non-defaulting Purchaser or the Company Issuers, except for the expenses to be borne by the Issuers and the Guarantors. In the event of a default by any Purchaser Purchasers as set forth provided in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives 6 hereof and the Company shall determine indemnity and contribution agreements in order that the required changes in the Disclosure Package and the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement Section 8 hereof; but nothing herein shall relieve any a defaulting Purchaser of from liability for its liability, if any, to the Company, the Guarantors and any nondefaulting Purchaser for damages occasioned by its default hereunderdefault.

Default by a Purchaser. If any one or more Purchasers shall fail on the Closing Date to purchase and pay for any of the Securities agreed to be purchased by such Purchaser or Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Purchasers shall be obligated severally to take up and pay for (in the respective proportions for each of the Securities which such Purchaser failed to purchase which the principal amount of the Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of such Securities set forth opposite the names of all the remaining Purchasers) the Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Purchaser or Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Purchasers do not purchase all of the Securities, this Agreement will terminate without liability to any nondefaulting Purchaser or the Company and the GuarantorsCompany. In the event of a default by any Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven five business days, as the Representatives and the Company shall determine in order that the required changes in the Disclosure Package and the Final Offering Memorandum Document or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Purchaser of its liability, if any, to the Company, the Guarantors Company and any nondefaulting Purchaser for damages occasioned by its default hereunder.