Common use of Defaults of Underwriters Clause in Contracts

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS or the Depositor, except as provided in Section 13 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 20[__]-[_] Closing Date and the aggregate principal amount of the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 20[__]-[_] Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 2019-B Closing Date and the aggregate principal amount of the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2019-B Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Class A Notes hereunder on the Closing Date and the aggregate principal amount of the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A Notes, the Representatives Representative may make arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Class A Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Class A Notes and arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Class A Notes by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS Underwriter or the DepositorSeller, except as provided in Section 13 of this Agreement11. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 11Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS Underwriter or the Depositor, except as provided in Section 13 11 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 119. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on in their obligations to purchase the Class A Notes hereunder on the Closing Date and the aggregate principal amount of the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A Notes, the Representatives Representative may make arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Class A Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Class A Notes and arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Class A Notes by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS Underwriter or the DepositorSeller, except as provided in Section 13 of this Agreement11. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 11Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 2021-B Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2021-B Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 2018-B Closing Date and the aggregate principal amount of the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2018-B Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Class A Notes hereunder on the Closing Date and the aggregate principal amount of the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A Notes, the Representatives Representative may make arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Class A Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Class A Notes and arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Class A Notes by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS Underwriter or the DepositorSeller, except as provided in Section 13 11 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 119. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations defaults in its obligation to purchase the Notes Certificates hereunder on the Closing Date and the aggregate principal amount of the Notes Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the NotesCertificates, the Representatives Representative may make arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Notes Securities by other persons, including any either of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters Underwriter shall be obligated severallyobligated, in proportion to their its respective commitments commitment hereunder, to purchase the Notes Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default defaults and the aggregate principal amount of the Notes Securities with respect to such default or defaults exceeds 10% of the total principal amount of the Notes Securities and arrangements satisfactory to the Representatives Representative and the Depositor Company for the purchase of such Notes Securities by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any the nondefaulting Underwriter, MBFS Underwriter or the DepositorCompany, except as provided in Section 13 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate thereof, whereupon it will become a binding agreement among the undersigned in accordance with its terms. Very truly yours, ONYX ACCEPTANCE FINANCIAL CORPORATION

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 2023-A Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2023-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2016-B Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2016-B Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS DTFS or the Depositor, except as provided in Section 13 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2013-A Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2013-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2021-A Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2021-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS or the Depositor, except as provided in Section 13 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 2017-A Closing Date and the aggregate principal amount of the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2017-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Class A Notes hereunder on the Closing Date and the aggregate principal amount of the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor Seller for the purchase of such Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Class A Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Class A Notes and arrangements satisfactory to the Representatives and the Depositor Seller for the purchase of such Class A Notes by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS Underwriter or the DepositorSeller, except as provided in Section 13 11 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 119. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS DCFS or the Depositor, except as provided in Section 13 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2015-A Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2015-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2015-B Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2015-B Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2020-B Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2020-B Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2016-A Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2016-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Offered Notes hereunder on the Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Offered Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Offered Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Offered Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS or the Depositor, except as provided in Section 13 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2013-B Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2013-B Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 2024-A Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2024-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Class A Notes hereunder on the Closing Date and the aggregate principal amount of the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A Notes, the Representatives Representative may make arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Class A Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Class A Notes and arrangements satisfactory to the Representatives Representative and the Depositor Seller for the purchase of such Class A Notes by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS Underwriter or the DepositorSeller, except as provided in Section 13 11 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 119. Nothing herein will relieve a defaulting Underwriter from liability for its default.]

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Class A Notes hereunder on the Closing Date and the aggregate principal amount of the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor Seller for the purchase of such Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Class A Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Class A Notes and arrangements satisfactory to the Representatives and the Depositor Seller for the purchase of such Class A Notes by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS Underwriter or the DepositorSeller, except as provided in Section 13 11 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 119. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 2018-A Closing Date and the aggregate principal amount of the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2018-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2012-A Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2012-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Class A Notes hereunder on the Closing Date and the aggregate principal amount of the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Class A Notes, the Representatives Representative may make arrangements satisfactory to the Representatives Representative and the Depositor for the purchase of such Class A Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Class A Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Class A Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Class A Notes and arrangements satisfactory to the Representatives Representative and the Depositor for the purchase of such Class A Notes by other persons are not made within 36 24 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS Underwriter or the Depositor, except as provided in Section 13 11 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 119. Nothing herein will relieve a defaulting Underwriter from liability for its default.]

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Underwritten Notes hereunder on the 2019-A Closing Date and the aggregate principal amount of the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Underwritten Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2019-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Underwritten Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Underwritten Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Underwritten Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Underwritten Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “"Underwriter” " includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.

Defaults of Underwriters. If any Underwriter or Underwriters default on their obligations to purchase the Notes hereunder on the 2014-A Closing Date and the aggregate principal amount of the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Notes, the Representatives may make arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by the 2014-A Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase. If an Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to such default or defaults exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the Representatives and the Depositor for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, MBFS USA or the Depositor, except as provided in Section 13 14 of this Agreement. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1112. Nothing herein will relieve a defaulting Underwriter from liability for its default.