Common use of Termination of the Obligations of the Underwriters Clause in Contracts

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; (b) a general moratorium on commercial banking activities in Illinois or New York shall have been declared by any of Federal, Illinois state or New York state authorities; (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC occurs, which, in the reasonable judgment of the Underwriters, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC COAF if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC COAF under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC COAF if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC COAF under Section 7 of this Agreement and Section 8 hereof of this Agreement and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes Certificates on the Closing Delivery Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC Transferor if at any time on or before prior to the Closing Date: Delivery Date (ai) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; exchange or any suspension of trading of the securities of Circuit City on any exchange or in the over-the-counter market, (bii) a general moratorium on commercial banking activities in Illinois or New York or Georgia shall have been declared by any of Federal, Illinois state or New York state or Georgia authorities; , (ciii) there shall have occurred an any material outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the your reasonable judgment as representatives of the Underwriters, impracticable or inadvisable to market the Notes Certificates or to settle transactions in the Certificates on the terms and in the manner contemplated in the Prospectus; , (iv) the rating of another Series of Certificates shall have been reduced or withdrawn or (dv) any change or any development involving a prospective change, materially and adversely affecting (iA) the Trust Estate Property taken as a whole or (iiB) the business or properties of the Seller Transferor or SC Circuit City occurs, which, in the your reasonable judgment as representatives of the Underwriters, in the case of either clause (iA) or (iiB), makes it impracticable or inadvisable to market the Notes Certificates on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC COAF if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC COAF under Section 7 of this Underwriting Agreement and Section 8 hereof of this Agreement and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Class A Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Class A Notes on the terms and in the manner contemplated in the Prospectus; Prospectus or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate Property taken as a whole or (ii) the business or properties of the Seller or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Class A Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC COAF under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof17) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of -------------------------------------------------- the Underwriters to purchase the Notes Certificates on the Closing Delivery Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC Transferor if at any time on or before prior to the Closing Date: Delivery Date (ai) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; exchange or any suspension of trading of the securities of Circuit City on any exchange or in the over-the-counter market, (bii) a general moratorium on commercial banking activities in Illinois or New York or Georgia shall have been declared by any of Federal, Illinois state or New York state or Georgia authorities; , (ciii) there shall have occurred an any material outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the your reasonable judgment as representative of the Underwriters, impracticable or inadvisable to market the Notes Certificates or to settle transactions in the Certificates on the terms and in the manner contemplated in the Prospectus; , (iv) the rating of another Series of Certificates shall have been reduced or withdrawn or (dv) any change or any development involving a prospective change, materially and adversely affecting (iA) the Trust Estate Property taken as a whole or (iiB) the business or properties of the Seller Transferor or SC Circuit City occurs, which, in the your reasonable judgment as representative of the Underwriters, in the case of either clause (iA) or (iiB), makes it impracticable or inadvisable to market the Notes Certificates on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representative by written notice delivered to the Seller and SC Santander Consumer if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois or New York or Texas shall have been declared by any of Federal, Illinois state or New York state or Texas state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentative, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC Santander Consumer occurs, which, in the reasonable judgment of the UnderwritersRepresentative, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC Santander Consumer under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.Agreement and Section

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC Onyx if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois or New York or California shall have been declared by any of Federal, Illinois state or New York state or California state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or 18 Underwriting Agreement international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate Property taken as a whole or (ii) the business or properties of the Seller or SC Onyx occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC Onyx under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the -------------------------------------------------- Underwriters to purchase the Notes Certificates on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC Transferor if at any time on or before prior to the Closing Date: Date (ai) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; exchange of the securities of Saks or any suspension of trading of the securities of Saks on any exchange or in the over-the-counter market, (bii) a general moratorium on commercial banking activities in Illinois or New York shall have been declared by any of Federalapplicable Federal or State authorities, Illinois state or New York state authorities; (ciii) there shall have occurred an any material outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Representative, as representative of the Underwriters, impracticable or inadvisable to market the Notes Certificates on the terms and in the manner contemplated in the Prospectus; , (iv) the rating of another Series or Class, or a class of securities shall have been reduced or withdrawn, which reduction or withdrawal, in the judgment of the Representative, makes it impracticable to market the Certificates on the terms and in the manner contemplated in the Prospectus, (v) any public announcement that any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act) has under surveillance or review its rating of the debt securities of either the Transferor or the Servicer (other than an announcement with positive implications of a possible upgrading and no implication of a possible downgrading or such rating), or (dvi) any change or any development involving a prospective change, materially and adversely affecting (iA) the Trust Estate Property taken as a whole or (iiB) the business or properties of the Seller Transferor or SC occurs, Saks which, in the reasonable judgment of the Representative, as representative of the Underwriters, in the case of either clause (iA) or (iiB), makes it impracticable or inadvisable to market the Notes Certificates on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties If this Agreement is terminated pursuant to this Underwriting Agreement Section, such termination shall (except for the be without liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreementany party to any other party.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , (d) commercial banking securities settlement or clearance services have been suspended or materially limited or (de) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller Seller, PeopleFirst or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC COAF under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof17) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller Depositor and SC SunTrust if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois or New York or Georgia shall have been declared by any of Federal, Illinois state or New York state or Georgia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , (d) a material disruption in commercial banking, securities settlement or clearance services in the United States or (de) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller Depositor or SC SunTrust occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller Depositor and SC SunTrust under Section 7 of this Agreement and Section 8 hereof of this Agreement and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Class A Notes on the Closing Date shall be terminable by the Underwriters Representative by written notice delivered to the Seller and SC if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentative, impracticable or inadvisable to market the Class A Notes on the terms and in the manner contemplated in the Prospectus; Prospectus or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate Property taken as a whole or (ii) the business or properties of the Seller or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentative, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Class A Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC Sellers under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof15) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representative by written notice delivered to the Seller and SC Santander Consumer if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois or New York or Texas shall have been declared by any of Federal, Illinois state or New York state or Texas state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentative, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC Santander Consumer occurs, which, in the reasonable judgment of the UnderwritersRepresentative, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC Santander Consumer under Section 7 of this Agreement and Section 8 hereof of this Agreement and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The -------------------------------------------------- obligations of the Underwriters to purchase the Notes Certificates on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC Transferor if at any time on or before prior to the Closing Date: Date (ai) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; exchange of the securities of Saks or any suspension of trading of the securities of Saks on any exchange or in the over-the-counter market, (bii) a general moratorium on commercial banking activities in Illinois or New York shall have been declared by any of Federalapplicable Federal or State authorities, Illinois state or New York state authorities; (ciii) there shall have occurred an any material outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Representative, as representative of the Underwriters, impracticable or inadvisable to market the Notes Certificates on the terms and in the manner contemplated in the Prospectus; , (iv) the rating of another Series or Class, or a class of securities shall have been reduced or withdrawn, which reduction or withdrawal, in the judgment of the Representative, makes it impracticable to market the Certificates on the terms and in the manner contemplated in the Prospectus, (v) any public announcement that any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act) has under surveillance or review its rating of the debt securities of either the Transferor or the Servicer (other than an announcement with positive implications of a possible upgrading and no implication of a possible downgrading or such rating), or (dvi) any change or any development involving a prospective change, materially and adversely affecting (iA) the Trust Estate Property taken as a whole or (iiB) the business or properties of the Seller Transferor or SC Saks occurs, which, in the reasonable judgment of the Representative, as representative of the Underwriters, in the case of either clause (iA) or (iiB), makes it impracticable or inadvisable to market the Notes Certificates on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties If this Agreement is terminated pursuant to this Underwriting Agreement Section, such termination shall (except for the be without liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreementany party to any other party.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; Prospectus or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller Seller, PeopleFirst or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC COAF under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof17) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Delivery Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC Transferor if at any time on or before prior to the Closing Date: Delivery Date (ai) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; exchange or any suspension of trading of the securities of Circuit City on any exchange or in the over-the-counter market, (bii) a general moratorium on commercial banking activities in Illinois or New York or Georgia shall have been declared by any of Federal, Illinois state or New York state or Georgia authorities; , (ciii) there shall have occurred an any material outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the your reasonable judgment as representative of the Underwriters, impracticable or inadvisable to market the Notes or to settle transactions in the Notes on the terms and in the manner contemplated in the Prospectus; , (iv) the rating of another Series of Notes shall have been reduced or withdrawn or (dv) any change or any development involving a prospective change, materially and adversely affecting (iA) the Trust Estate Property taken as a whole or (iiB) the business or properties of the Seller Transferor, FNANB or SC Circuit City occurs, which, in the your reasonable judgment as representative of the Underwriters, in the case of either clause (iA) or (iiB), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC Santander Consumer if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois or New York or Texas shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC Santander Consumer occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC Santander Consumer under Section 7 of this Agreement and Section 8 hereof of this Agreement and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representative by written notice delivered to the Seller and SC Santander Underwriting Agreement Consumer if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois or New York or Texas shall have been declared by any of Federal, Illinois state or New York state or Texas state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentative, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC Santander Consumer occurs, which, in the reasonable judgment of the UnderwritersRepresentative, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC Santander Consumer under Section 7 of this Agreement and Section 8 hereof of this Agreement and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes Certificates on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC Transferor if at any time on or before prior to the Closing Date: Date (ai) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; exchange of the securities of Profxxxx'x or any suspension of trading of the securities of Profxxxx'x xx any exchange or in the over-the-counter market, (bii) a general moratorium on commercial banking activities in Illinois New York, Alabama or New York Mississippi shall have been declared by any of Federal, Illinois state New York, Alabama or New York state Mississippi authorities; , (ciii) there shall have occurred an any material outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the your reasonable judgment judgement, as representative of the Underwriters, impracticable or inadvisable to market the Notes Certificates on the terms and in the manner contemplated in the Prospectus; or , (div) any change or any development involving a prospective change, materially and adversely affecting (iA) the Trust Estate Property taken as a whole or (iiB) the business or properties of the Seller Transferor or SC occursProfxxxx'x xxxurs, which, in the your reasonable judgment as representative of the Underwriters, in the case of either clause (iA) or (iiB), makes it impracticable or inadvisable to market the Notes Certificates on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Delivery Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC Transferor if at any time on or before prior to the Closing Date: Delivery Date (ai) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; exchange or any suspension of trading of the securities of Circuit City on any exchange or in the over-the-counter market, (bii) a general moratorium on commercial banking activities in Illinois or New York or Georgia shall have been declared by any of Federal, Illinois state or New York state or Georgia authorities; , (ciii) there shall have occurred an any material outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the your reasonable judgment as representative of the Underwriters, impracticable or inadvisable to market the Notes or to settle transactions in the Notes on the terms and in the manner contemplated in the Prospectus; , (iv) the rating of another Series of Notes shall have been reduced or withdrawn or (dv) any change or any development involving a prospective change, materially and adversely affecting (iA) the Trust Estate Property taken as a whole or (iiB) the business or properties of the Seller Transferor or SC FNANB occurs, which, in the your reasonable judgment as representative of the Underwriters, in the case of either clause (iA) or (iiB), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC COAF if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to 17 Underwriting Agreement this Underwriting Agreement shall (except for the liability of the Seller and SC COAF under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters by written notice delivered to the Seller and SC if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois or New York shall have been declared by any of Federal, Illinois state or New York state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate taken as a whole or (ii) the business or properties of the Seller or SC occurs, which, in the reasonable judgment of the Underwriters, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Class A Notes on the Closing Date shall be terminable by the Underwriters Representative by written notice delivered to the Seller and SC if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois New York, Texas or New York Virginia shall have been declared by any of Federal, Illinois New York state, Texas state or New York Virginia state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentative, impracticable or inadvisable to market the Class A Notes on the terms and in the manner contemplated in the Prospectus; Prospectus or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate Property taken as a whole or (ii) the business or properties of the Seller or SC COAF occurs, which, in the reasonable judgment of the UnderwritersRepresentative, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Class A Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC COAF under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof17) be released and discharged from their respective obligations under this Underwriting Agreement.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Underwriters Representatives by written notice delivered to the Seller and SC Onyx if at any time on or before the Closing Date: (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange; , (b) a general moratorium on commercial banking activities in Illinois or New York or California shall have been declared by any of Federal, Illinois state or New York state or California state authorities; , (c) there shall have occurred an outbreak or escalation of hostilities or a declaration by the United States of a national emergency or war or any other major act of terrorism involving the United States, or any other substantial national or international calamity, emergency or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus; , or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Estate Property taken as a whole or (ii) the business or properties of the Seller or SC Onyx occurs, which, in the reasonable judgment of the UnderwritersRepresentatives, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Underwriting Agreement shall (except for the liability of the Seller and SC Onyx under Section 7 and Section 8 hereof and the liability of each Underwriter under Section 16 hereof16) be released and discharged from their respective obligations under this Underwriting Agreement.