Common use of Failure to Purchase the Notes Clause in Contracts

Failure to Purchase the Notes. If any one or more of the 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 aggregate principal amount of all the Notes of the various Classes set forth opposite their names in the Prospectus Supplement bears to the aggregate principal amount of all of the Notes of the various Classes set forth opposite the name of all the remaining Underwriters) the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that 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 all of the Notes set forth in the Prospectus Supplement, 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 Sponsor or the Depositor. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the nondefaulting Underwriters shall determine in order that required changes in the Registration Statement, the Pricing Free Writing Prospectus and the Prospectus 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 Sponsor, the Depositor and to any nondefaulting Underwriter for damages occasioned by its defaulting hereunder.

Failure to Purchase the Notes. If any one or more of the Underwriters shall fail to purchase and pay for any of the Notes agreed is not consummated by the Underwriters because the condition set forth in Section 6(f) has occurred, then the Transferors will not have any liability to the Underwriters with respect to the Notes except as provided in Section 5(h) and Section 7 hereof; but if for any other reason any Notes are not delivered to the Underwriters as provided herein, the Transferors will be purchased liable to reimburse the Underwriters, through the Representatives, for all out-of-pocket expenses, including counsel fees and disbursements reasonably incurred by such the Underwriters in making preparations for the offering of the Notes, but the Transferors will then have no further liability to any Underwriter with respect to the Notes except as provided in Section 5(h) and Section 7 hereof. If any Underwriter or Underwriters default on their obligations to purchase Notes 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 aggregate principal amount of all the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the various Classes set forth opposite their names in the Prospectus Supplement bears to the aggregate total principal amount of all the Notes, the Representatives may make arrangements satisfactory to the Transferors for the purchase of such Notes by other Persons, including the Notes of non-defaulting Underwriter or Underwriters, but if no such arrangements are made by the various Classes set forth opposite Closing Date, the name of all the remaining Underwriters) non-defaulting Underwriter or Underwriters will be obligated, in proportion to their commitments hereunder, to purchase the Notes that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that . If any Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the non-defaulting Underwriter or Underwriters agreed but failed to and the Transferors for the purchase shall exceed 10% of the aggregate principal amount of all of the such Notes set forth in the Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall by other Persons are not be under any obligation to purchase any, of the Notes, and if made within 36 hours after such nondefaulting Underwriters do not purchase all the Notesdefault, this Underwriting Agreement will terminate without liability to on the part of any nondefaulting Underwriternon-defaulting Underwriter and the Transferors, except as provided in Section 5(h) and Section 7 thereof. As used in this Underwriting Agreement, the Sponsor or the Depositor. In the event of a default by any Underwriter as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the nondefaulting Underwriters shall determine in order that required changes in the Registration Statement, the Pricing Free Writing Prospectus and the Prospectus 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 Sponsor, the Depositor and to any nondefaulting Underwriter for damages occasioned by its defaulting hereunder.term

Failure to Purchase the Notes. If any one or more of the Underwriters shall fail to purchase and pay for any of the Notes agreed is not ----------------------------- consummated by the Underwriters because the condition set forth in Section 6(e) has occurred, then the Transferor[s] will not have any liability to the Underwriters with respect to the Notes except as provided in Section 5(h) and Section 7 hereof; but if for any other reason any Notes are not delivered by the Transferor[s] as provided herein, the Transferor[s] will be purchased liable to reimburse the Underwriters, through the Representative, for all out-of-pocket expenses, including counsel fees and disbursements reasonably incurred by such the Underwriters in making preparations for the offering of the Notes, but the Transferor[s] will then have no further liability to any Underwriter with respect to the Notes except as provided in Section 5(h) and Section 7 hereof. If any Underwriter or Underwriters default on their obligations to purchase Notes 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 aggregate principal amount of all the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the various Classes set forth opposite their names in the Prospectus Supplement bears to the aggregate total principal amount of all Notes, the Representative may make arrangements satisfactory to the Transferor[s] for the purchase of such Notes by other Persons, including the Notes of non-defaulting Underwriter or Underwriters, but if no such arrangements are made by the various Classes set forth opposite Closing Date, the name of all the remaining Underwriters) non-defaulting Underwriter or Underwriters will be obligated, in proportion to their commitments hereunder, to purchase the Notes that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that . If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes and arrangements satisfactory to the non-defaulting Underwriter or Underwriters agreed but failed to and the Transferor[s] for the purchase shall exceed 10% of the aggregate principal amount of all of the such Notes set forth in the Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall by other Persons are not be under any obligation to purchase any, of the Notes, and if made within 36 hours after such nondefaulting Underwriters do not purchase all the Notesdefault, this Agreement will terminate without liability to on the part of any nondefaulting Underwriternon-defaulting Underwriter or the Transferor[s], except as provided in Section 8. As used in this Underwriting Agreement, the Sponsor or the Depositor. In the event of a default by term "Underwriter" includes any Person substituted for an Underwriter as set forth in under this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the nondefaulting Underwriters shall determine in order that required changes in the Registration Statement, the Pricing Free Writing Prospectus and the Prospectus or in any other documents or arrangements may be effectedSection. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of or Underwriters from liability for its liability, if any, to the Sponsor, the Depositor and to any nondefaulting Underwriter for damages occasioned by its defaulting hereunderdefault.

Failure to Purchase the Notes. If any one or more of the Underwriters shall fail to purchase and pay for any of the Notes agreed is not consummated by the Underwriters because the condition set forth in Section 6(f) has occurred, then the Transferors will not have any liability to the Underwriters with respect to the Notes except as provided in Section 5(h) and Section 7 hereof; but if for any other reason any Notes are not delivered to the Underwriters as provided herein, the Transferors will be purchased liable to reimburse the Underwriters, through the Representatives, for all out-of-pocket expenses, including counsel fees and disbursements reasonably incurred by such the Underwriters in making preparations for the offering of the Notes, but the Transferors will then have no further liability to any Underwriter with respect to the Notes except as provided in Section 5(h) and Section 7 hereof. If any Underwriter or Underwriters default on their obligations to purchase Notes 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 aggregate principal amount of all the Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the various Classes set forth opposite their names in the Prospectus Supplement bears to the aggregate total principal amount of all the Notes, the Representatives may make arrangements satisfactory to the Transferors for the purchase of such Notes by other Persons, including the Notes of non-defaulting Underwriter or Underwriters, but if no such arrangements are made by the various Classes set forth opposite Closing Date, the name of all the remaining Underwriters) non-defaulting Underwriter or Underwriters will be obligated, in proportion to their commitments hereunder, to purchase the Notes that the such defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that . If any Underwriter or Underwriters so default and the aggregate principal amount of the Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of the Notes and arrangements satisfactory to the non-defaulting Underwriter or Underwriters agreed but failed to and the Transferors for the purchase shall exceed 10% of the aggregate principal amount of all of the such Notes set forth in the Prospectus Supplement, the remaining Underwriters shall have the right to purchase all, but shall by other Persons are not be under any obligation to purchase any, of the Notes, and if made within 36 hours after such nondefaulting Underwriters do not purchase all the Notesdefault, this Underwriting Agreement will terminate without liability to on the part of any nondefaulting Underwriternon-defaulting Underwriter and the Transferors, except as provided in Section 5(h) and Section 7 thereof. As used in this Underwriting Agreement, the Sponsor or the Depositor. In the event of a default by term "Underwriter" includes any Person substituted for an Underwriter as set forth in under this Section 10, the Closing Date shall be postponed for such period, not exceeding seven days, as the nondefaulting Underwriters shall determine in order that required changes in the Registration Statement, the Pricing Free Writing Prospectus and the Prospectus or in any other documents or arrangements may be effectedSection. Nothing contained in this Agreement shall herein will relieve any a defaulting Underwriter of or Underwriters from liability for its liability, if any, to the Sponsor, the Depositor and to any nondefaulting Underwriter for damages occasioned by its defaulting hereunderdefault.