Common use of Default by an Underwriter Clause in Contracts

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the Seller. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the SellerSellers. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Seller Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the Seller. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Notes set forth opposite their names in the applicable Terms Agreement Schedule II hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementII hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesNotes within 36 hours of such default, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, non-defaulting Underwriter or the Company or the Sellerexcept as otherwise provided in Section 10. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and or to any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the aggregate amount event that the number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five (5) Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the Seller. In the event of a default by any Underwriter as set forth in this Section 1920, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in Section 3 of the applicable Terms Agreement Exhibit bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Section 3 of Terms AgreementExhibit, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability (except the liability of the Seller and the Bank under Section 8(a) hereof) to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellerBank. In the event of a default by any Underwriter as set forth in this Section 1918, the Closing Date shall be postponed for such period, as is mutually agreeable to the IssuerSeller, the Company and the Seller Bank and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement on Annex I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule on Annex I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellerCOAF. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerCOAF, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Notes 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 Underwritten Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Underwritten Notes set forth opposite the names of all the such remaining Underwriters) the Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Underwritten Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Underwritten Notes, and if such nondefaulting Underwriters do not purchase all the such Underwritten Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the IssuerTransferor, the Company Issuer or the SellerBank. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the IssuerTransferor, the Company Issuer and the Seller Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all of the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the SellerSelling Stockholders. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerCompany, the Company and the Seller Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellerSantander Consumer. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerSantander Consumer, the Company and the Seller and the Representatives Representative (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller Santander Consumer and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Notes 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 Underwritten Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Underwritten Notes set forth opposite the names of all the such remaining Underwriters) the Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Underwritten Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Underwritten Notes, and if such nondefaulting Underwriters do not purchase all the such Underwritten Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Transferor or the SellerBank. In the event of a default by any Underwriter as set forth in this Section 1912, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Transferor and the Seller Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Notes set forth opposite the names of all the such remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Notes, and if such nondefaulting Underwriters do not purchase all the such Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Transferor or the SellerBank. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Transferor and the Seller Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail ------------------------- to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Spiegel or the Seller. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Spiegel and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Class A Certificates 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 Notes Class A Certificates set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Class A Certificates set forth opposite the names of all the remaining Underwriters) the Notes Class A Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Class A Certificates which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Class A Certificates set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesClass A Certificates, and if such nondefaulting Underwriters do not purchase all the NotesClass A Certificates, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter, the IssuerTrust, the Company Seller or the SellerTransferor. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller Transferor and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter, the Issuer, the Company or the SellerSelling Shareholder. In the event of a default by any Underwriter as set forth in this Section 1912, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerCompany, the Company and the Seller and Selling Shareholder and/or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, Underwriter or the Company or the SellerParties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 nondefaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement Schedule II hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementII hereto, the remaining nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Grantee or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, Grantee and the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Notes 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 Underwritten Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Underwritten Notes set forth opposite the names of all the such remaining Underwriters) the Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Underwritten Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Underwritten Notes, and if such nondefaulting Underwriters do not purchase all the such Underwritten Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Transferor or the SellerBank. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Transferor and the Seller Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the aggregate amount event that the number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Operating Partnership or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerCompany, the Company and the Seller Operating Partnership and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellerCOAF. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerCOAF, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerPartnership Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Partnership Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement on Annex I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule on Annex I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellerOnyx. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerOnyx, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller Onyx and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerMagellan Parties. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Magellan Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 severally, but not jointly, to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerPartnership Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Partnership Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Share which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Partnership or the SellerSelling Unitholder. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerPartnership, the Company and the Seller and Selling Unitholder or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10[ ]% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellerDrive Consumer. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerDrive Consumer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller Drive Consumer and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail ------------------------- to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Spiegel or the SellerBank. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Spiegel and the Seller Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Firm Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Firm Shares set forth opposite the names of all of the remaining Underwriters) the Notes which Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that, in the event that if the aggregate amount number of Notes which Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all of the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 that the amount of Notes Shares set forth opposite their names in the applicable Terms Agreement bears Schedule II bear to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes which Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms AgreementII, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Notes 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 Underwritten Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Underwritten Notes set forth opposite the names of all the such remaining Underwriters) the Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Underwritten Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Underwritten Notes, and if such nondefaulting Underwriters do not purchase all the such Underwritten Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Transferor or the SellerBank. In the event of a default by any Underwriter as set forth in this Section 1912, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Transferor and the Seller Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the SellerSellers. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.. If you are in agreement with the foregoing, please sign a counterpart hereof and return it to the Company, whereupon this letter and your acceptance shall become a binding agreement among the Issuer, the Company, the Sellers and the Underwriters. Very truly yours, CAPITAL ONE MULTI-ASSET EXECUTION TRUST, as Issuer By: Capital One Funding, LLC, not in its individual capacity but solely as Beneficiary on behalf of the Issuer By: _________________________ Name: Title: CAPITAL ONE FUNDING, LLC as Originator and Transferor By: _________________________ Name: Title: CAPITAL ONE BANK, as a Seller By: _________________________ Name: Title: CAPITAL ONE, F.S.B. as a Seller By: _________________________ Name: Title: The foregoing Agreement is hereby confirmed and ac- cepted as of the date first above written. [ ] as Underwriter or Representative of the Underwriters named in the Terms Agreement By: __________________________ Name: Title: EXHIBIT A CAPITAL ONE MULTI-ASSET EXECUTION TRUST SERIES _______ ASSET BACKED NOTES TERMS AGREEMENT Dated: ________ __, 2002 To: CAPITAL ONE MULTI-ASSET EXECUTION TRUST CAPITAL ONE FUNDING, LLC Re: Underwriting Agreement dated _______ __, 2002 Series Designation: Card Series Terms of the Notes: Initial Interest Price to Principal Amount Rate or Formula Public (1) ------------------------- ------------------------ --------------------------- [ ] [ ] [ ] (1) Plus accrued interest, if any, at the applicable rate from ______ __, 2002 Interest Payment Dates: The [15th day of each month (or, if not a business day, the next succeeding business day),] commencing ________,__ 2002. Underwriters: The Underwriters named on Schedule I attached hereto are the "Underwriters" for the purpose of this Agreement and for the purposes of the above-referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Note Rating[s]: ______ by ___________________ ______ by ___________________ Owner Trustee: Indenture Trustee: Indenture:

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Depositor or the SellerSunTrust. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerSunTrust, the Company and the Seller Depositor and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerDepositor, the Company and the Seller SunTrust and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement on Annex I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting 18 Underwriting Agreement Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule on Annex I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellerCOAF. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerCOAF, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), in order Representative shall determine so that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Notes set forth opposite their names in the applicable Terms Agreement Schedule A hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting non-defaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Citigroup shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes DECS 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 Notes DECS set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes DECS set forth opposite the names of all the remaining Underwriters) the Notes DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes DECS set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesDECS, and if such nondefaulting Underwriters do not purchase all the NotesDECS, this Agreement will terminate without liability to any nondefaulting Underwriter, the IssuerCompany, the Company Sellers, the Corporate Seller Control Persons, the Mark Xxxxxx Xxxily Trust or the SellerMark Xxxxxx. In Xx the event of a default by any Underwriter as set forth in this Section 1914, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Company Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerStatement, the Company and Prospectus, the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.Trust Registration

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that, in the event that if the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerPartnership Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.be

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Selling Shareholders or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerCompany, the Company and the Seller Selling Shareholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Fund or the SellerAdvisers. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Fund and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the aggregate amount event that the number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five (5) Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more of the Underwriters shall fail at each applicable Closing Date to purchase and pay for any of the Notes agreed Shares which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Shares") and such failure to purchase shall constitute a default Defaulted Shares do not exceed 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 Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes the Shares, then each non-defaulting Underwriter shall purchase an aggregate amount of the Defaulted Shares equal to the proportion that the aggregate principal amounts of Shares to be purchased by such Underwriter as set forth in opposite such Underwriter's name on Schedule I hereto bears to the applicable Terms aggregate principal amount of Shares to be purchased by all non-defaulting Underwriters. (b) Notwithstanding the foregoing, if the Defaulted Shares equal or exceed in the aggregate 10% of the aggregate principal amount of the Shares, then the non-defaulting Underwriters shall have the right, within 48 hours after the Closing Date, to make arrangements for one or more of such non-defaulting Underwriters to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon among such non-defaulting Underwriters and upon the terms herein set forth; provided that if the non-defaulting Underwriters shall not have completed such arrangements within such 48-hour period, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or the Company. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, any of the remaining non-defaulting Underwriters or the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the Seller. In the event of a default by any Underwriter as set forth in this Section 19, postpone the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), a period not exceeding seven days in order that the to effect any required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunderarrangements.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Notes set forth opposite their names in the applicable Terms Agreement Schedule A hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the aggregate event that the total principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate total principal amount of the Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Guarantors or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerCompany, the Company and the Seller Guarantors and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerKNOT Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller KNOT Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes agreed to be purchased by Shares such Underwriter or Underwriters has agreed to purchase hereunder 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule V hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms AgreementV hereto, the remaining Underwriters shall have the right right, but not the obligation, to purchase all, but shall not be under all or any obligation of such Shares and/or to arrange for the purchase any, of the Notessuch Shares by another party, and if such nondefaulting Underwriters do not purchase all such Shares or arrange for the Notespurchase of all such Shares by another party, then this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 1025% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the SellerSellers. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Seller Sellers and the Representatives Representative (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 severally, but not jointly, to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerHöegh Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Höegh Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that, in the event that if the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerGolar Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.be

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining nondefaulting Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Series A Preferred Stock set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, Underwriter or the Company or the SellerOperating Partnership. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10[ ]% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellerSantander Consumer. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerSantander Consumer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Seller Santander Consumer and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes 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 Notes set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the Sellerany Enterprise Party. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Delivery Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller any Enterprise Party and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the aggregate amount event that the number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Notes 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 Offered Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that if in the event that the aggregate amount of Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Offered Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes, and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Transferor or the SellerBank. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Transferor and the Seller Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that, in the event that if the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellerPartnership Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller Partnership Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters Underwriter shall fail to purchase and pay for any of the Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Notes set forth opposite their names in the applicable Terms Agreement Schedule A hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such nondefaulting non-defaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), UBS shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any all of the Notes Shares 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 number of Notes Shares set forth opposite their names in the applicable Terms Agreement bears Schedule II hereto bear to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 109.09% of the aggregate principal amount number of Notes set forth in Schedule I to the applicable Terms AgreementShares, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriters or the SellerCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence), Representative(s) shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it or they have agreed to purchase hereunder on such date, and pay for any the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the Notes agreed aggregate number of the Shares to be purchased by on such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the amount number of Notes Shares set forth opposite their respective names in the applicable Terms Agreement Schedule I bears to the aggregate amount number of Notes Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the remaining Underwriters) the Notes Shares which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; providedprovided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to Section 2 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, howeveron the Closing Date or the Option Closing Date, that if as the aggregate amount of Notes which the defaulting case may be, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Shares and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Notes set forth in Schedule I Shares to the applicable Terms Agreementbe purchased on such date, the remaining non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all of the NotesShares, this Agreement will shall terminate without liability to on the part of any nondefaulting Underwriter, non-defaulting Underwriter or the Issuer, Company. In any such case either you or the Company or shall have the Seller. In the event of a default by any Underwriter as set forth in this Section 19, right to postpone the Closing Date shall be postponed for such periodor the Option Closing Date, as is mutually agreeable to the Issuercase may be, the Company and the Seller and the Representatives (with all parties hereto agreeing that time is of the essence)but in no event for longer than seven days, in order that the required changes changes, if any, in the Registration Statement and in the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Issuer, the Company and the Seller and any nondefaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.