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 related Delivery Date shall be terminable by the Underwriters if at any time on or prior to the Delivery Date (a) any of the conditions set forth in Section 6 are not satisfied when and as provided therein; (b) the Underwriters and the Depositor are unable to agree on a new Purchase Price following an event described in Section 4(k)(iv) hereof; (c) there shall have been the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to any Seller or the Depositor, or for the winding up or liquidation of the affairs of any Seller or the Depositor; or (d) there shall have been the consent by the related Seller or the Depositor to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the related Seller or the Depositor or of or relating to substantially all of the property of the related Seller or the Depositor. The termination of the Depositor’s obligations hereunder shall not terminate the Depositor’s rights hereunder or its right to exercise any remedy available to it at law or in equity. Notwithstanding anything herein contained, this Agreement shall be subject to termination in the absolute discretion of the Underwriters, by notice given to the Depositor prior to delivery of and payment for the Notes, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared by Federal or state authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities or other 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 Underwriters, impracticable to market the Notes.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes Certificates on the related Delivery Date shall be terminable by the Underwriters if at any time on or prior to the Delivery Date (a) any of the conditions set forth in Section 6 are not satisfied when and as provided therein; (b) the Underwriters and the Depositor are unable to agree on a new Purchase Price following an event described in Section 4(k)(iv) hereof; (c) there shall have been the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to any Seller or the Depositor, or for the winding up or liquidation of the affairs of any Seller or the Depositor; or (d) there shall have been the consent by the related Seller or the Depositor to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the related Seller or the Depositor or of or relating to substantially all of the property of the related Seller or the Depositor. The termination of the Depositor’s obligations hereunder shall not terminate the Depositor’s rights hereunder or its right to exercise any remedy available to it at law or in equity. Notwithstanding anything herein contained, this Agreement shall be subject to termination in the absolute discretion of the Underwriters, by notice given to the Depositor prior to delivery of and payment for the NotesCertificates, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared by Federal or state authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities or other 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 Underwriters, impracticable to market the NotesCertificates.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the related Delivery Closing Date shall be terminable by the Underwriters if at any time on or prior to the Delivery Closing Date (a) any of the conditions set forth in Section 6 are not satisfied when and as provided therein; (b) the Underwriters and the Depositor are unable to agree on a new Purchase Price following an event described in Section 4(k)(iv) hereof; (c) there shall have been the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to any the Seller or the DepositorCompany, or for the winding up or liquidation of the affairs of any the Seller or the DepositorCompany; or (dc) there shall have been the consent by the related Seller or the Depositor Company to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the related Seller or the Depositor Company or of or relating to substantially all of the property of the related Seller or the DepositorCompany; (d) any purchase and assumption agreement with respect to the Sellers, Compass Auto or the Company of substantially all of the assets and properties of the Seller or the Company shall have been entered into; or (e) a Termination Event (as defined below) shall have occurred. The termination of the Depositor’s Company's obligations hereunder shall not terminate the Depositor’s Company's rights hereunder or its right to exercise any remedy available to it at law or in equity. Notwithstanding anything herein contained, this Agreement shall be subject to termination in the absolute discretion of the Underwriters, by notice given to the Depositor prior to delivery of and payment for the Notes, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared by Federal or state authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities or other 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 Underwriters, impracticable to market the Notesinequity.

Termination of the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Notes on the related Delivery Date shall be terminable by the Underwriters if at any time on or prior to the Delivery Date (a) any of the conditions set forth in Section 6 are not satisfied when and as provided therein; (b) the Underwriters and the Depositor are unable to agree on a new Purchase Price following an event described in Section 4(k)(iv) hereof; (c) there shall have been the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to any the Seller or the Depositor, or for the winding up or liquidation of the affairs of any the Seller or the Depositor; or (dc) there shall have been the consent by the related Seller or the Depositor to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the related Seller or the Depositor or of or relating to substantially all of the property of the related Seller or the Depositor. The termination of the Depositor’s obligations hereunder shall not terminate the Depositor’s rights hereunder or its right to exercise any remedy available to it at law or in equity. Notwithstanding anything herein contained, this Agreement shall be subject to termination in the absolute discretion of the UnderwritersRepresentative, by notice given to the Depositor prior to delivery of and payment for the Notes, if prior to such time (i) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared by Federal or state authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities or other 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 UnderwritersRepresentative, impracticable to market the Notes.