Common use of Default by an Underwriter Clause in Contracts

Default by an Underwriter. If any one or more 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 amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Issuer, the Company or the Sellers. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Issuer, the Company or the SellersSeller. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Sellers Seller and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Issuer, the Company or the SellersSeller. In the event of a default by any Underwriter as set forth in this Section 1920, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Sellers Seller and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 amount of Notes set forth opposite their names in Section 3 of the applicable Terms Agreement Exhibit bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Section 3 of Terms AgreementExhibit, 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 (except the liability of the Seller and the Bank under Section 8(a) hereof) to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersBank. In the event of a default by any Underwriter as set forth in this Section 1918, the Closing Date shall be postponed for such period, as is mutually agreeable to the IssuerSeller, the Company and the Sellers Bank and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 IssuerSeller, the Company and the Sellers Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement on Annex I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule on Annex I to the applicable Terms Agreementhereto, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersCOAF. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerCOAF, the Company and the Sellers Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Sellers COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 amount of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersTeekay Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and Statement, the Disclosure Package, the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers Teekay Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all of the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If on the Closing Date any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares agreed to be purchased by such Underwriter or Underwriters hereunder and on such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Notes shares of the Shares set forth opposite their names in the applicable Terms Agreement bears Schedule I hereto bear to the aggregate amount number of Notes shares of the Shares set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date; provided, however, that in the event that the aggregate number of the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 2510% of the aggregate principal amount number of Notes set forth in Schedule I the Shares to be purchased on the applicable Terms AgreementClosing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Shares; provided further, that if the Notes, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Shares and arrangements for the Notespurchase of such Shares satisfactory to the Company and the Representative are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 amount of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersPennTex Parties other than as contemplated by Sections 5(i), 7 and 8. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers Partnership and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Securities 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 amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount number of Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notessuch Units, and if such nondefaulting Underwriters do not purchase all the Notesof such Units, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, non-defaulting Underwriter or the Company or the Sellersexcept as otherwise provided in Section 7. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail to purchase the entire number of shares of Stock and pay for any of the Notes agreed to be purchased by such Underwriter or Underwriters hereunder Warrants set opposite its name in Schedule I hereto, and such failure to purchase shall constitute a default by such Underwriter in the performance of its or their obligations under this Agreement, the remaining Underwriters shall have the right and shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Notes shares of Stock and Warrants set forth opposite their the names in of the applicable Terms Agreement several remaining Underwriters bears to the aggregate amount number of Notes shares of Stock and Warrants set forth opposite the names of all the remaining Underwriters) the Notes entire amount of shares of Stock and Warrants which the defaulting Underwriter or Underwriters agreed but failed to purchase; , provided, however, that if the aggregate amount of Notes which all such increases for all non-defaulting Underwriters shall not exceed 120,000 shares of Stock or 120,000 Warrants and provided, further, that in the defaulting Underwriter event that such additional shares of Stock or Underwriters agreed but failed to purchase Warrants shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreementforegoing maximum, the remaining Underwriters shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase any, of the Notes, take up and if pay for (in such nondefaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company or the Sellers. In the event of a default by any Underwriter proportions as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any agreed upon among them) the entire amount (but not less than all) of remaining shares of Stock or Warrants which all defaulting Underwriter of its liability, if any, Underwriters agreed but failed to the Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunderpurchase.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersMagellan Parties. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers Magellan Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersPartnership Parties. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers Partnership Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement on Annex I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule on Annex I to the applicable Terms Agreementhereto, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersOnyx. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerOnyx, the Company and the Sellers Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Sellers Onyx and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter, the Issuer, the Company or the SellersSelling Shareholder. In the event of a default by any Underwriter as set forth in this Section 1912, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 IssuerCompany, the Company and the Sellers and Selling Shareholder and/or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the aggregate amount event that the number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 principal amount of Notes set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreementhereto, 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 non-defaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting non-defaulting Underwriter, the Issuer, the Company Braskem or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Underwriters or Braskem shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such period, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence)longer than five Business Days, in order that the required changes in the Registration Statement and the Statement, any Prospectus, any Issuer Free Writing Prospectus (and any supplements thereto) 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 Issuer, Braskem or the Company and the Sellers and or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 amount of Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementA hereto, 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 Issuer, the Company Spiegel or the SellersSeller. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Spiegel and the Sellers Seller and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersCOAF. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerCOAF, the Company and the Sellers Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Sellers COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellersPartnership Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers Partnership Parties and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining nondefaulting Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Series A Preferred Stock set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, Underwriter or the Company or the SellersOperating Partnership. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes agreed to be purchased by Shares such Underwriter or Underwriters has agreed to purchase hereunder 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule VI hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms AgreementVI hereto, the remaining Underwriters shall have the right right, but not the obligation, to purchase all, but shall not be under all or any obligation of such Shares and/or to arrange for the purchase any, of the Notessuch Shares by another party, and if such nondefaulting Underwriters do not purchase all such Shares or arrange for the Notespurchase of all such Shares by another party, then this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate (or, if such default shall occur with respect to any Option Shares to be purchased on an Option Closing Date, the Underwriters may, at the Representative’s option, by notice from the Representative to the Company, terminate the Underwriters’ obligation to purchase Option Shares from the Company on such date) without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1912, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement bears Schedule II hereto bear to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms AgreementII hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any 19 obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement Statement, the Disclosure Package, the preliminary prospectus and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersSantander Consumer. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerUnderwriting Agreement Santander Consumer, the Company Seller and the Sellers and the Representatives Representative (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Sellers Santander Consumer and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If on the Closing Date any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares agreed to be purchased by such Underwriter or Underwriters hereunder and on such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Notes shares of the Shares set forth opposite their names in the applicable Terms Agreement bears Schedule I hereto bear to the aggregate amount number of Notes shares of the Shares set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date; provided, however, that in the event that the aggregate number of the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date shall exceed 2510% of the aggregate principal amount number of Notes set forth in Schedule I the Shares to be purchased on the applicable Terms AgreementClosing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of such Shares; provided further, that if the Notes, and if such nondefaulting remaining Underwriters do not exercise their right to purchase all such Shares and arrangements for the Notespurchase of such Shares satisfactory to the Company and the Representative are not made within 36 hours after such default, then this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersSantander Consumer. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerSantander Consumer, the Company Seller and the Sellers and the Representatives Representative (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Sellers Santander Consumer and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters Underwriter 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 principal amount of Notes set forth opposite their names in the applicable Terms Agreement Schedule A hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms AgreementA hereto, 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 non-defaulting Underwriters do not purchase all the Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Citigroup shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and or any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Selling Shareholders or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 IssuerCompany, the Company and the Sellers Selling Shareholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that, in the event that if the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersGolar Parties. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.be

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate (or, if such default shall occur with respect to any Option Shares to be purchased on an Option Closing Date, the Underwriters may, at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Shares from the Company on such date) without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1912, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. (a) If any one or more Underwriters shall fail to purchase and pay for any of the Notes Securities 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 principal amount of the 2018 Senior Notes or the 2038 Senior Notes, as applicable, set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate principal amount of the 2018 Senior Notes or the 2038 Senior Notes, as applicable, set forth opposite the names of all the remaining Underwriters) the Notes Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate principal amount of the 2018 Senior Notes or the 2038 Senior Notes, as applicable, which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of the 2018 Senior Notes or the 2038 Senior Notes, as applicable, set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but (unless a substitute purchaser is obtained pursuant to clause (b) below) shall not be under any obligation to purchase any, of the 2018 Senior Notes or the 2038 Senior Notes, as applicable, and if such nondefaulting Underwriters do not purchase all the 2018 Senior Notes or the 2038 Senior Notes, as applicable, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the Sellers. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunderCompany.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Offered 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 amount of Offered Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Offered Notes set forth opposite the names of all the remaining Underwriters) the Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that if in the event that the aggregate amount of Offered Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Offered Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes, and if such nondefaulting Underwriters do not purchase all the Offered Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Transferor or the SellersBank. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Transferor and the Sellers Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes agreed to be purchased by Shares such Underwriter or Underwriters has agreed to purchase hereunder 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule V hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms AgreementV hereto, the remaining Underwriters shall have the right right, but not the obligation, to purchase all, but shall not be under all or any obligation of such Shares and/or to arrange for the purchase any, of the Notessuch Shares by another party, and if such nondefaulting Underwriters do not purchase all such Shares or arrange for the Notespurchase of all such Shares by another party, then this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any all of the Notes Shares 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 amount number of Notes Shares set forth opposite their names in the applicable Terms Agreement bears Schedule II hereto bear to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 259.09% of the aggregate principal amount number of Notes set forth in Schedule I to the applicable Terms AgreementShares, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriters or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative(s) shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Sellers and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more of the Underwriters shall fail or refuse at a Closing Date to purchase and pay for any of the Notes Stock agreed to be purchased by such Underwriter or Underwriters hereunder on such date and the aggregate number of shares of Firm Stock or Additional Stock, as the case may be, which such failure defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase shall constitute a default in is not more than one-tenth of the performance total number of its shares of Firm Stock or their obligations under this AgreementAdditional Stock, as the remaining Underwriters case may be, to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally to take up and pay for (severally, in the respective proportions proportion which the amount number of Notes shares of Firm Stock set forth opposite their names its name in the applicable Terms Agreement Schedule I bears to the aggregate amount total number of Notes set forth opposite the names shares of Firm Stock which all the remaining non-defaulting Underwriters) , as the Notes case may be, have agreed to purchase, or in such other proportion as the Representative may specify, to purchase the Firm Stock or Additional Stock, as the case may be, which the such defaulting Underwriter or Underwriters Underwriters, as the case may be, agreed but failed or refused to purchasepurchase on such date; providedPROVIDED that in no event shall the number of shares of Firm Stock or Additional Stock, howeveras the case may be, that if which any Underwriter has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of such number of shares of Firm Stock or Additional Stock, as the aggregate amount case may be, without the written consent of Notes which such Underwriter. If on the defaulting Closing Date or on the Additional Closing Date, as the case may be, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 25% Firm Stock or Additional Stock, as the case may be, and the aggregate number of shares of Firm Stock or Additional Stock, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Notes set forth shares of Firm Stock or Additional Stock, as the case may be, to be purchased on such date by all Underwriters in Schedule I to the applicable Terms Agreement, 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 Issuer, the Company or the Sellers. In the event of a default by an Underwriter and arrangements satisfactory to the Representative and the Company for purchase of such shares of Firm Stock or Additional Stock, as the case may be, are not made within 48 hours after such default, this Agreement will terminate (except as provided in Section 9 hereof) without liability on the part of any non-defaulting Underwriter and the Company, except as set forth otherwise provided in this Section 1910. In any such case which does not result in termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Date shall be postponed for such periodor the Additional Closing Date, as is mutually agreeable to the Issuercase may be, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence)but in no event for longer than seven days, in order that the required changes changes, if any, in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Issuer, the Company and the Sellers and any nondefaulting default of any such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate (or, if such default shall occur with respect to any Option Shares to be purchased on an Option Closing Date, the Underwriters may, at the Representative’s option, by notice from the Representative to the Company, terminate the Underwriters’ obligation to purchase Option Shares from the Company on such date) without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1912, the Closing Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement on Annex I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting 18 Underwriting Agreement Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule on Annex I to the applicable Terms Agreementhereto, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersCOAF. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerCOAF, the Company and the Sellers Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Sellers COAF and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25[ ]% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersSantander Consumer. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerUnderwriting Agreement Santander Consumer, the Company and the Sellers Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Sellers Santander Consumer and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 but not jointly to take up and pay for (in the respective proportions which the amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all of the remaining Underwriters) the Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that, in the event that if the aggregate amount number of Notes which Units that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Partnership Parties or the SellersGolar. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), nondefaulting Underwriters shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company Partnership Parties and the Sellers Golar and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Units 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 amount number of Notes Units set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Units set forth opposite the names of all the remaining Underwriters) the Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount number of Notes Units which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Units set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesUnits, and if such nondefaulting Underwriters do not purchase all the NotesUnits, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Partnership or the SellersSelling Unitholder. In the event of a default by any Underwriter as set forth in this Section 1911, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement and the Final Prospectus (and any supplements thereto) 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 IssuerPartnership, the Company and the Sellers and Selling Unitholder or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25[ ]% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersDrive Consumer. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerDrive Consumer, the Company and the Sellers Seller and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerSeller, the Company and the Sellers Drive Consumer and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes DECS 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 amount of Notes DECS set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes DECS set forth opposite the names of all the remaining Underwriters) the Notes DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes DECS which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes DECS set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesDECS, and if such nondefaulting Underwriters do not purchase all the NotesDECS, this Agreement will terminate without liability to any nondefaulting Underwriter, the IssuerCompany, the Company Sellers, the Corporate Seller Control Persons, the Mark Xxxxxx Xxxily Trust or the SellersMark Xxxxxx. In Xx the event of a default by any Underwriter as set forth in this Section 1914, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Company Registration Statement and the Prospectus (and any supplements thereto) 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 IssuerStatement, the Company and Prospectus, the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.Trust Registration

Default by an Underwriter. If any one or more 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 amount of Notes set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreementhereto, 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 Issuer, the Company Underwriter or the Sellersany Enterprise Party. In the event of a default by any Underwriter as set forth in this Section 198, the Closing Delivery Date shall be postponed for such period, not exceeding five business days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers any Enterprise Party and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount number of Notes Shares set forth opposite their names in the applicable Terms Agreement Schedule I hereto bears to the aggregate amount number of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount number of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount number of Notes Shares set forth in Schedule I to the applicable Terms Agreementhereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 1910, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), in order Representative shall determine so that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it or they have agreed to purchase hereunder on such date, and pay for any the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the Notes agreed aggregate number of the Shares to be purchased by on such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the amount number of Notes Shares set forth opposite their respective names in the applicable Terms Agreement Schedule I bears to the aggregate amount number of Notes Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the remaining Underwriters) the Notes Shares which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; providedprovided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to Section 2 be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If, howeveron the Closing Date or the Option Closing Date, that if as the aggregate amount of Notes which the defaulting case may be, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 25% Shares and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Notes set forth in Schedule I Shares to the applicable Terms Agreementbe purchased on such date, the remaining non-defaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all of the NotesShares, this Agreement will shall terminate without liability to on the part of any nondefaulting Underwriter, non-defaulting Underwriter or the Issuer, Company. In any such case either you or the Company or shall have the Sellers. In the event of a default by any Underwriter as set forth in this Section 19, right to postpone the Closing Date shall be postponed for such periodor the Option Closing Date, as is mutually agreeable to the Issuercase may be, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence)but in no event for longer than seven days, in order that the required changes changes, if any, in the Registration Statement and in the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Issuer, the Company and the Sellers and any nondefaulting default of such Underwriter for damages occasioned by its default hereunderunder this Agreement.

Default by an Underwriter. If any one or more 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 amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Issuer, the Company or the Sellers. In the event of a default by any Underwriter as set forth in this Section 19, the Closing Date shall be postponed for such period, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives Representative (with all parties hereto agreeing that time is of the essence), in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten 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 amount of Underwritten Notes set forth opposite their names in the applicable Terms Agreement bears Schedule A hereto bear to the aggregate amount of Underwritten Notes set forth opposite the names of all the such remaining Underwriters) the Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Underwritten Notes set forth in Schedule I to the applicable Terms AgreementA hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the such Underwritten Notes, and if such nondefaulting Underwriters do not purchase all the such Underwritten Notes, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Transferor or the SellersBank. In the event of a default by any Underwriter as set forth in this Section 1912, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of for its liability, if any, to the Issuer, the Company Transferor and the Sellers Bank and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 Agreementhereunder, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes Shares set forth opposite their names in Schedule 1 to the applicable Terms Master Agreement bears to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I 1 to the applicable Terms Master Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting Underwriters do not purchase all the NotesShares, this the Master Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding five Business Days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), shall determine in order that the required changes in the Registration Statement, the ADS Registration Statement and the Prospectus (and any supplements thereto) Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement herein shall relieve any defaulting Underwriter of its liability, if any, to the Issuer, the Company and the Sellers and any nondefaulting Underwriter for damages occasioned by its default hereunderunder the Master Agreement.

Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Notes Shares 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 amount of Notes Shares set forth opposite their names in the applicable Terms Agreement bears Schedule II hereto bear to the aggregate amount of Notes Shares set forth opposite the names of all the remaining Underwriters) the Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if in the event that the aggregate amount of Notes Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall NY2-739608 exceed 2510% of the aggregate principal amount of Notes Shares set forth in Schedule I to the applicable Terms AgreementII hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the NotesShares, and if such nondefaulting non-defaulting Underwriters do not purchase all the NotesShares, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company non-defaulting Underwriter or the SellersCompany. In the event of a default by any Underwriter as set forth in this Section 199, the Closing Date shall be postponed for such period, not exceeding seven days, as is mutually agreeable to the Issuer, the Company and the Sellers and the Representatives (with all parties hereto agreeing that time is of the essence), Representative shall determine in order that the required changes in the Registration Statement Statement, the Disclosure Package, the preliminary prospectus and the Prospectus (and any supplements thereto) 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 Issuer, the Company and the Sellers and any nondefaulting non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Depositor or the SellersSunTrust. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerSunTrust, the Company and the Sellers Depositor and the Representatives (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to the IssuerDepositor, the Company and the Sellers SunTrust and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by an Underwriter. If any one or more 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 Underwriting Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Notes set forth opposite their names in the applicable Terms Agreement bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriters) the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that if the aggregate amount of Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 25% of the aggregate principal amount of Notes set forth in Schedule I to the applicable Terms Agreement, 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 Underwriting Agreement will terminate without liability to any nondefaulting Underwriter, the Issuer, the Company Seller or the SellersSantander Consumer. In the event of a default by any Underwriter as set forth in this Section 1916, the Closing Date shall be postponed for such period, period as is mutually agreeable to the IssuerSantander Consumer, the Company Seller and the Sellers and the Representatives Representative (with all parties hereto agreeing that time is of the essence), ) in order that the required changes in the Registration Statement and the Prospectus (and any supplements thereto) or in any other documents or arrangements may be effected. Nothing contained in this Underwriting Agreement shall relieve any defaulting Underwriter of its liability, if any, to Underwriting Agreement the IssuerSeller, the Company and the Sellers Santander Consumer and any nondefaulting Underwriter for damages occasioned by its default hereunder.