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

Default by One of the Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Securities hereunder on the Closing Date and the aggregate number of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date, the Underwriters may make arrangements satisfactory to the Bank for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Securities with respect to which such default or defaults occur exceeds 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Underwriters and the Bank for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Bank, except as provided in Sections 7 and 8. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 15. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Default by One of the Underwriters. If any Underwriter or of the Underwriters default in their obligations to purchase Securities hereunder on shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the "Defaulted Notes") and the aggregate number principal amount of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase the Defaulted Notes does not exceed 10% of the total number principal amount of Securities that the Underwriters are obligated to purchase Notes set forth on the Closing Datefirst page hereof, the Underwriters Representative may make arrangements satisfactory to the Bank for the purchase of such Securities Defaulted Notes by other persons, including any of the remaining Underwriter or Underwriters (the "Non-Defaulting Underwriters"), but if no such arrangements are made by the Closing Datewithin one (1) Business Day thereafter, the nonNon-defaulting Defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunder, to purchase the Securities that Notes which such defaulting Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate number principal amount of Securities the Notes with respect to which such default or defaults occur exceeds is more than 10% of the total number principal amount of Securities that the Underwriters are obligated to purchase Notes set forth on the Closing Date first page hereof and arrangements satisfactory to the Underwriters Representative and the Bank for the purchase of such Securities Notes by other persons are not made within 36 hours two (2) Business Days after such default, then this Agreement will shall terminate without liability on the part of any nonthe Non-defaulting Underwriter or the Bank, except as provided in Sections 7 and 8Defaulting Underwriters. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under No action taken pursuant to this Section 15. Nothing herein will 9 shall relieve a any defaulting Underwriter from liability for in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Non-Defaulting Underwriters or the Bank shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.

Default by One of the Underwriters. If any Underwriter or of the Underwriters default in their obligations to purchase Securities hereunder on shall fail at the Closing Date to purchase the Notes which it is obligated to purchase hereunder (the "Defaulted Notes") and the aggregate number principal amount of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase the Defaulted Notes does not exceed 10% of the total number principal amount of Securities that the Underwriters are obligated to purchase Notes set forth on the Closing Datefirst page hereof, the Underwriters Representative may make arrangements satisfactory to the Bank Depositor for the purchase of such Securities Defaulted Notes by other persons, including any of the remaining Underwriter or Underwriters (the "Non-Defaulting Underwriters"), but if no such arrangements are made by the Closing Datewithin one (1) Business Day thereafter, the nonNon-defaulting Defaulting Underwriters shall be obligated severally, in proportion to their respective total commitments hereunder, to purchase the Securities that Notes which such defaulting Underwriters agreed but failed to purchase on the Closing Datepurchase. If any Underwriter or Underwriters so default and the aggregate number principal amount of Securities the Notes with respect to which such default or defaults occur exceeds is more than 10% of the total number principal amount of Securities that the Underwriters are obligated to purchase Notes set forth on the Closing Date first page hereof and arrangements satisfactory to the Underwriters Representative and the Bank Depositor for the purchase of such Securities Notes by other persons are not made within 36 hours two (2) Business Days after such default, then this Agreement will shall terminate without liability on the part of any nonthe Non-defaulting Underwriter or the Bank, except as provided in Sections 7 and 8Defaulting Underwriters. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under No action taken pursuant to this Section 15. Nothing herein will 11 shall relieve a any defaulting Underwriter from liability for in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Non-Defaulting Underwriters or the Depositor shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.

Default by One of the Underwriters. If any Underwriter or Underwriters default in their obligations shall fail at the Closing Time to purchase Securities the Offered Certificates which it is obligated to purchase hereunder on (the Closing Date "Defaulted Certificates"), and the aggregate number amount of Securities Defaulted Certificates is not more than one-tenth of the aggregate amount of the Offered Certificates to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of the Offered Certificates set forth opposite their respective names in Schedule I hereto bears to the aggregate amount of Offered Certificates set forth opposite the names of all such non-defaulting Underwriter or Underwriters agreed but failed underwriters to purchase does not exceed 10% the Defaulted Certificates; provided that in no event shall the amount of Defaulted Certificates that any Underwriter has agreed to purchase pursuant to this Agreement be increased by an amount in excess of one-ninth of such amount of Offered Certificates without the written consent of such Underwriter. If the aggregate amount of Defaulted Certificates is more than one-tenth of the total number aggregate amount of Securities that the Underwriters are obligated Offered Certificates to purchase be purchased on the Closing Date, the Underwriters may make arrangements satisfactory to the Bank for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Securities with respect to which such default or defaults occur exceeds 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Underwriters and the Bank Company for the purchase of such Securities by other persons Defaulted Certificates are not made within 36 hours after such default, this Agreement will shall terminate without liability on the part of any non-non- defaulting Underwriter Underwriters or the Bank, except as provided in Sections 7 and 8Company. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under No action taken pursuant to this Section 15. Nothing herein will shall relieve a defaulting Underwriter from liability in respect of its default under this Agreement. In the event of any such default which does not result in a termination of this Agreement, either the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Time for its defaulta period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements.

Default by One of the Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Securities hereunder on the Closing Date and the aggregate number of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date, the Underwriters may make arrangements satisfactory to the Bank for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Securities with respect to which such default or defaults occur exceeds 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Underwriters and the Bank for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Bank, except as provided in Sections 7 and 8. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 15. Nothing herein will relieve a defaulting Underwriter from liability for its default.. Notwithstanding the foregoing, Banco Santander, S.A. will not participate in the terms set out under this Section 15, as Banco Santander, S.A. will not purchase any Securities but instead will procure eligible purchasers for the Securities set forth opposite its name in Schedule I.

Default by One of the Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Securities hereunder on the Closing Date and the aggregate number of Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date, the Underwriters may make arrangements satisfactory to the Bank for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Securities with respect to which such default or defaults occur exceeds 10% of the total number of Securities that the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the Underwriters and the Bank for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Bank, except as provided in Sections 7 and 8. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 15. Nothing herein will relieve a defaulting Underwriter from liability for its default.. Notwithstanding the foregoing, Santander Investment Securities Inc. will not participate in the terms set out under this Section 15, as Santander Investment Securities Inc. will not purchase any Securities but instead will procure eligible purchasers for the Securities set forth opposite its name in Schedule I.