Common use of Defaulting Initial Purchasers Clause in Contracts

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that it has such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase under this Agreement, on the remaining Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the purchase of such Notes by Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the terms part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this AgreementAgreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If, within 36 hours after any such default by any If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchasenecessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum Circular or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum Circular that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Securities that the defaulting Initial Purchasers agreed but failed to purchase on such Closing Date in their discretion arrange for the purchase respective proportions which the principal amount of such Notes by the Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on such Closing Date if the aggregate principal amount of the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the aggregate principal amount of the Securities to be purchased on such Notes, then Closing Date and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the Company shall be entitled principal amount of the Securities that it agreed to a further period of 36 hours within which to procure other persons satisfactory purchase on such Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on such Closing Date. If the remaining Initial Purchasers do not elect to purchase such Notes the principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such terms. In Closing Date this Agreement shall terminate without liability on the event that within the respective prescribed periods, the part of any non-defaulting Initial Purchasers notify Purchaser or the Company, except that the Company that they have so arranged will continue to be liable for the purchase payment of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesextent set forth in Section 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 98, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven (7) full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Final Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions which the principal amount of such Notes by the Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total principal amount of the Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on the Closing Date if the total principal amount of the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10.0% of such Notesthe total principal amount of the Securities to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such Notes more than 110.0% of the principal amount of the Securities that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 2. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other initial purchasers satisfactory to the Company notifies Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Representatives do not elect to purchase the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser, the Issuers or the Guarantors, except that it has so arranged the Issuers and Guarantors will continue to be liable for the payment of expenses to the extent set forth in Section 6. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Issuers or Guarantors for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Securities of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers Representatives or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, Package or the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Companies on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Companies shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Companies that they have so arranged for the purchase of such Notes, or the Company Companies notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Companies may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for to the Company Companies or counsel for to the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum Circular or in any other document or arrangement, and the Company agrees Companies and the Guarantors agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum Circular that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Issuer shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Issuer that they have so arranged for the purchase of such Notes, or the Company Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Issuer may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on If any of the Closing Date, any several Initial Purchaser defaults in its obligations Purchasers shall fail or refuse to purchase the Notes that it has or they have agreed to purchase under this Agreementhereunder on the Closing Date, and the aggregate number of Notes which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Notes to be purchased on such date, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule A hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule A, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in their discretion arrange for such proportion as may be agreed upon among them, all the purchase of such Notes by Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for elect to purchase the purchase of such Remaining Notes, then this Agreement shall terminate without liability of any party to any other party except that the Company provisions of Sections 6 and 8 hereof shall at all times be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase effective and shall survive such Notes on such termstermination. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of any such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, case either the non-defaulting Initial Purchasers or the Company may shall have the right to postpone the Closing Date Date, as the case may be, but in no event for up to longer than seven full business days in order that the required changes, if any, to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document documents or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesarrangements may be effected. As used in this Agreement, the term “Initial Purchaser” includes, shall be deemed to include any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseunder this Section 15. Any action taken under this Section 15 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchasers. (a) If, on the any Closing Date or Additional Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that the defaulting Initial Purchasers agreed but failed to purchase on such Closing Date or Additional Closing Date, as the case may be, in their discretion arrange for the purchase respective proportions which the principal amount of such Notes by the Firm Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the aggregate principal amount of the Firm Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on such Closing Date or Additional Closing Date, as the case may be, if the aggregate principal amount of the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the aggregate principal amount of the Securities to be purchased on such NotesClosing Date or Additional Closing Date, then as the Company case may be, and any remaining non-defaulting Initial Purchaser shall not be entitled obligated to a further period purchase more than 110% of 36 hours within which the principal amount of the Securities that it agreed to procure other persons satisfactory purchase on such Closing Date or Additional Closing Date, as the case may be, pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on such Closing Date or Additional Closing Date, as the case may be. If the remaining Initial Purchasers do not elect to purchase such Notes the principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such terms. In Closing Date or Additional Closing Date, as the event that within the respective prescribed periodscase may be, this Agreement (or, with respect to any Additional Closing Date, the obligation of the Initial Purchasers to purchase the Additional Securities) shall terminate without liability on the part of any non-defaulting Initial Purchasers notify Purchaser or the Company, except that the Company that they have so arranged will continue to be liable for the purchase payment of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesextent set forth in Section 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 98, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company may postpone the Closing Date or Additional Closing Date, as the case may be, for up to seven (7) full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Final Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the aggregate principal amount of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe aggregate principal amount of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the aggregate principal amount of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company or the Guarantors, except that it has so arranged the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Company Master Issuer shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Company Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Company Master Issuer may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that it has such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase under this Agreement, on the remaining Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the purchase of such Notes by Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the terms part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this AgreementAgreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If, within 36 hours after any such default by any If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Representatives may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchasenecessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Company Master Issuer shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Company Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Company Master Issuer may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that it has such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase under this Agreement, on the remaining Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule II hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule II hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date. If the foregoing maximum is exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the purchase of such Notes by Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the terms contained in this Agreement. If, within 36 hours after part of any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange Purchaser or the Issuers, except that the Issuers will continue to be liable for the purchase payment of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory expenses to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseextent set forth herein.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule V hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule V hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company or the Guarantors, except that it has so arranged the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions which the amount of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total amount of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the amount of Notes which it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Representatives do not elect to purchase the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company or the Guarantors, except that it has so arranged the Company and the Guarantors will continue to be liable for the purchase payment of such Notes, either expenses to the non-extent set forth in Section 6. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, If any Initial Purchaser defaults or Initial Purchasers shall default in its obligations or their obligation to purchase take up and pay for the Notes that to be purchased by it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaserthem hereunder, the non-defaulting Initial Purchasers do not arrange shall take up and pay for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory (in addition to the non-principal amount of Notes they are obligated to purchase hereunder) the principal amount of Notes agreed to be purchased by all such defaulting Initial Purchasers to purchase such Notes on such terms. In as hereinafter set forth; provided, however, that in the event that within the respective prescribed periodsprincipal amount of Notes which all Initial Purchasers so defaulting shall have agreed but failed to take up and pay for shall exceed 10% of the total principal amount of Notes, the non-defaulting Initial Purchasers notify shall have the Company that they have right to purchase all, but shall not be under any obligation to purchase any of the Notes, and if such non-defaulting Initial Purchasers do not purchase all the Notes, this Agreement will terminate without liability to any non-defaulting Initial Purchasers or the Issuer. If non-defaulting Initial Purchasers take up and pay for all Notes agreed to be purchased by all such defaulting Initial Purchasers, such Notes shall be taken up and paid for by such non-defaulting Initial Purchaser or Initial Purchasers in such amount or amounts as Citigroup Global Markets Inc. may designate with the consent of each Initial Purchaser so arranged designated or, in the event no such designation is made, such Notes shall be taken up and paid for by all non-defaulting Initial Purchasers pro rata in proportion to the purchase aggregate principal amount of Notes set opposite the names of such Notesnon-defaulting Initial Purchasers herein. Without relieving any defaulting Initial Purchaser from its obligations hereunder, or the Company notifies Issuer agrees with the non-defaulting Initial Purchasers that it has so arranged for they will not sell any Notes hereunder unless all of the purchase Initial Purchasers’ Securities are purchased by the Initial Purchasers (or by substituted underwriters selected by Citigroup Global Markets Inc. with the approval of such Notes, either the non-defaulting Issuer or selected by the Issuer with the approval of Citigroup Global Markets Inc.). If a new initial purchaser or initial purchasers are substituted by the Initial Purchasers or by the Company may Issuer for a defaulting Initial Purchaser or Initial Purchasers in accordance with the foregoing provisions, the Issuer or Citigroup Global Markets Inc. shall have the right to postpone the Closing Date for up to seven full a period not exceeding five business days in order to effect any that necessary changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any and other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesdocuments may be effected. As The term Initial Purchaser as used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, shall refer to and include any party not listed in Schedule I hereto that, pursuant to initial purchaser substituted under this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase6 with like effect as if such substituted initial purchaser had originally been named herein.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange may make arrangements for the purchase of the Securities which such Notes, then the Company shall be entitled defaulting Initial Purchaser agreed but failed to a further period of 36 hours within which to procure purchase by other persons satisfactory to the Company and the non-defaulting Initial Purchasers, but if no such arrangements are made within 36 hours after such default, then, (i) if the principal amount of defaulted Securities does not exceed 10% of the principal amount of Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase such Notes on such terms. In the event full amount thereof in the proportions that within their respective obligations hereunder bear to the respective prescribed periods, the obligations of all non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or (ii) if the Company notifies principal amount of defaulted Securities exceeds 10% of the principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company, except that it has so arranged the Company will continue to be liable for the purchase payment of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or extent set forth in Sections 8 and 12 except that the Offering Memorandum that effects any such changesprovisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Initial Purchaser” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I hereto thatwho, pursuant to this Section 97, purchases Notes that Securities which a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions which the principal amount of such Notes by Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the aggregate principal amount of the Securities set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on the Closing Date if the aggregate principal amount of the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe aggregate principal amount of the Securities to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such Notes more than 110% of the aggregate principal amount of the Securities which it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 2. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of Securities to be purchased on the Closing Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company and the Guarantors, except that it has so arranged the Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 4 and 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 8, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company and the Guarantors for damages caused by its default. If other purchasers are obligated or agree to purchase the Securities of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers Representative or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, Package or the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the aggregate principal amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the aggregate principal amount of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the aggregate principal amount of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company, except that it has so arranged the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the principal amount of such the Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 4. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Inergy Parties, except that it has so arranged the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company Issuers may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, If on the Closing Date, or on an Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date or on an Option Closing Date, as the case may be, in their discretion arrange for the purchase respective proportions that the principal amount of such Notes by Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on the Closing Date or on an Option Closing Date, as the case may be, or if the aggregate principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of such Notesthe aggregate principal amount of Securities to be purchased on the Closing Date or on an Option Closing Date, then as the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to case may be. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Date or on an Option Closing Date, as the case may be. If other Initial Purchasers are obligated or agree to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-Securities of a defaulting or withdrawing Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such NotesPurchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date or an Option Closing Date, as the case may be, for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and . If the Company agrees to promptly prepare any amendment remaining Initial Purchasers or supplement other Initial Purchasers satisfactory to the Pricing Disclosure Package Initial Purchasers do not elect to purchase: (a) the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Offering Memorandum Company; or (b) the Additional Securities that effects the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on an Option Closing Date, the non-defaulting Initial Purchasers shall have, the option to either: (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date without liability on the part of any non-defaulting Initial Purchaser or the Company; or (ii) purchase not less than the principal amount of Additional Securities that such changesnon-defaulting Initial Purchaser would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Master Issuer shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Master Issuer that they have so arranged for the purchase of such Notes, or the Company Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Master Issuer may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers will be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that the number of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers will not be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total amount of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers will not be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other initial purchasers satisfactory to the Initial Purchasers who so agree, will have the right, but will not be obligated, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement will terminate without liability on the part of such Notes by the any non-defaulting Initial Purchasers or other persons satisfactory the Company or any of its Subsidiaries, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11 hereof. Nothing contained herein will relieve a defaulting Initial Purchaser of any liability it may have to the Company on for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the terms contained in this Agreement. If, within 36 hours after any such default by any Notes of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers Purchaser may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that it has such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase under this Agreement, on the remaining Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the purchase of such Notes by Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the terms part of any non-defaulting Initial Purchaser or the Issuers, except that the Issuers will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this AgreementAgreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Issuers for damages caused by its default. If, within 36 hours after any such default by any If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, Issuers or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Representatives may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Notes, the Guarantees or the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company Issuers or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchasenecessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Issuers on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Issuers shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Issuers that they have so arranged for the purchase of such Notes, or the Company notifies Issuers notify the non-defaulting Initial Purchasers that it has they have so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Issuers may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees Issuers agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Securities that the defaulting Initial Purchasers agreed but failed to purchase on such Closing Date in their discretion arrange for the purchase respective proportions which the principal amount of such Notes by the Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the aggregate principal amount of the Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on such Closing Date if the aggregate principal amount of the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the aggregate principal amount of the Securities to be purchased on such Notes, then Closing Date and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the Company shall be entitled principal amount of the Securities that it agreed to a further period of 36 hours within which to procure other persons satisfactory purchase on such Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on such Closing Date. If the remaining Initial Purchasers do not elect to purchase such Notes the principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such terms. In Closing Date this Agreement shall terminate without liability on the event that within the respective prescribed periods, the part of any non-defaulting Initial Purchasers notify Purchaser or the Company, except that the Company that they have so arranged will continue to be liable for the purchase payment of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesextent set forth in Section 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.term

Defaulting Initial Purchasers. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any Initial Purchaser defaults in its obligations to purchase the Notes Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes Securities by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such NotesSecurities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes Securities on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesSecurities, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such NotesSecurities, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on such Closing Date in their discretion arrange for the purchase respective proportions which the amount of such the Notes by set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total amount of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on such Closing Date if the total amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on such NotesClosing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such more than 110% of the amount of Notes which it agreed to purchase on such termsClosing Date pursuant to the terms of Section 2. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to Lehman Brothers who so agree, shall have the Company notifies right, but shall not be oxxxxxxed, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to Lehman Brothers do not elect to purchase the Notes which the defaultinx Xxxxial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company, except that it has so arranged the Company will continue to be liable for the purchase payment of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesextent set forth in Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase."

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that it has such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase under this Agreement, on the remaining Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the purchase of such Notes by Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the terms part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this AgreementAgreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If, within 36 hours after any such default by any If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchasenecessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Companies on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Companies shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Companies that they have so arranged for the purchase of such Notes, or the Company Companies notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Companies may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for to the Company Companies or counsel for to the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees Companies and the Guarantors agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in on its obligations obligation to purchase the Notes Securities that it has agreed to purchase under this Agreementhereunder, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes Securities by the non-defaulting Initial Purchasers or other persons satisfactory to Select Medical Escrow and the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such NotesSecurities, then Select Medical Escrow and the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes Securities on such terms. In If other persons become obligated or agree to purchase the event that within the respective prescribed periods, the non-Securities of a defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such NotesPurchaser, either the non-defaulting Initial Purchasers or Select Medical Escrow and the Company may postpone the Closing Date for up to seven five full business days Business Days in order to effect any changes that in the opinion of counsel for Select Medical Escrow and the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and Select Medical Escrow and the Company agrees agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “"Initial Purchaser” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule I II hereto that, pursuant to this Section 97, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers reasonably satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers reasonably satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company or the Guarantors, except that it has so arranged the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the amount of Securities set forth opposite their respective names in the Purchase Agreement bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in its obligations or Initial Purchasers shall fail or refuse to purchase Securities and the Notes that it has agreed aggregate amount of Securities with respect to purchase under this Agreementwhich such default occurs is more than one-tenth of the aggregate amount of Securities to be purchased on such date, and arrangements satisfactory to the remaining non-defaulting Initial Purchasers may in their discretion arrange Representatives and the Company for the purchase of such Notes by Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for Company or the purchase of Guarantor. In any such Notes, then case either the Representatives or the Company shall be entitled have the right to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that the required changes, if any, in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Initial Purchasers, and or any of them, because of any failure or refusal on the part of the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects Guarantor to comply with the terms or to fulfill any such changes. As used in of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the term “Company and the Guarantor will reimburse the Initial Purchaser” includesPurchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all purposes out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement unless or the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseoffering contemplated hereunder.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations shall fail or refuse to purchase the Notes that it has agreed to purchase under this Agreement, and the aggregate principal amount of Notes which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Notes to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Notes set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Notes set forth opposite the names of all such non defaulting Initial Purchasers, or in such other proportions as you may specify, to purchase the Notes which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that the non-defaulting Initial Purchasers shall not be obligated to purchase more than one ninth of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 3. If, on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Notes with respect to which such default occurs is more than one tenth of the aggregate principal amount of Notes to be purchased on such date, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Companies on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods36 hours, the non-defaulting Initial Purchasers notify the Company Companies that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Companies may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Companies or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees Companies agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, If any of the several Initial Purchasers shall fail or refuse to purchase the Securities that it or they have agreed to purchase hereunder on the Closing Date, any and the aggregate number of Securities which such defaulting Initial Purchaser defaults in its obligations or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the Notes that it has agreed aggregate number of the Securities to purchase under this Agreementbe purchased on such date, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Securities”) in the respective proportions that the principal amount of the Securities set opposite the name of each non-defaulting Initial Purchaser in Schedule A hereto bears to the total number of the Securities set opposite the names of all the non-defaulting Initial Purchasers in Schedule A, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Securities on the Closing Date if the total amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date exceeds 10% of the total amount of Securities to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in their discretion arrange for such proportion as may be agreed upon among them, all the purchase of such Notes by Remaining Securities. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers elect to purchase the Remaining Securities, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 6 and 8 hereof shall at all times be effective and shall survive such Notes on such termstermination. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of any such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, case either the non-defaulting Initial Purchasers or the Company may shall have the right to postpone the Closing Date Date, as the case may be, but in no event for up to longer than seven full business days in order that the required changes, if any, to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document documents or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesarrangements may be effected. As used in this Agreement, the term “Initial Purchaser” includes, shall be deemed to include any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseunder this Section 15. Any action taken under this Section 15 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Company Master Issuer shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Company Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Company Master Issuer may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes of the relevant series that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in their discretion arrange for the purchase respective proportions that the principal amount of the Notes of such series set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes by of such series set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes of such series on the Closing Date if the total amount of Notes of such series which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes of such series to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes of such series that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the terms contained in this Agreement. If, within 36 hours after part of any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange Purchaser or the Company, except that the Company will continue to be liable for the purchase payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. In the event of such Notesdefault, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the or any non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Purchaser may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchasenecessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on such Closing Date in their discretion arrange for the purchase respective proportions which the amount of such the Notes by set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total amount of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on such Closing Date if the total amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on such NotesClosing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such more than 110% of the amount of Notes which it agreed to purchase on such termsClosing Date pursuant to the terms of Section 2. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Representatives do not elect to purchase the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company, except that it has so arranged the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases the Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company and the Guarantors for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers Representatives or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, Package and the Final Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the aggregate principal amount of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe aggregate principal amount of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the aggregate principal amount of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company or the Guarantors, except that it has so arranged the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers will be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that the number of Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers will not be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total amount of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers will not be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other initial purchasers satisfactory to the Initial Purchasers who so agree, will have the right, but will not be obligated, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement will terminate without liability on the part of such Notes by the any non-defaulting Initial Purchasers or other persons satisfactory the Company or any of its Subsidiaries, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11 hereof. Nothing contained herein will relieve a defaulting Initial Purchaser of any liability it may have to the Company on for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the terms contained in this Agreement. If, within 36 hours after any such default by any Notes of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the amount of Securities set forth opposite their respective names in the Additional Purchase Agreement bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in its obligations or Initial Purchasers shall fail or refuse to purchase Securities and the Notes that it has agreed aggregate amount of Securities with respect to purchase under this Agreementwhich such default occurs is more than one-tenth of the aggregate amount of Securities to be purchased on such date, and arrangements satisfactory to the remaining non-defaulting Initial Purchasers may in their discretion arrange Representatives and the Company for the purchase of such Notes by Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for Company or the purchase of Guarantor. In any such Notes, then case either the Representatives or the Company shall be entitled have the right to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that the required changes, if any, in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Initial Purchasers, and or any of them, because of any failure or refusal on the part of the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects Guarantor to comply with the terms or to fulfill any such changes. As used in of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the term “Company and the Guarantor will reimburse the Initial Purchaser” includesPurchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all purposes out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement unless or the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseoffering contemplated hereunder.

Defaulting Initial Purchasers. (a) If, on the Closing Date, If any Initial Purchaser defaults or Initial Purchasers shall default in its obligations or their obligation to purchase take up and pay for the Notes that to be purchased by it has agreed to purchase under this Agreementor them hereunder, the remaining non-defaulting Initial Purchasers shall take up and pay for (in addition to the principal amount of Notes they are obligated to purchase hereunder) the principal amount of Notes agreed to be purchased by all such defaulting Initial Purchasers as hereinafter set forth; provided, however, that in the event that the principal amount of Notes which all Initial Purchasers so defaulting shall have agreed but failed to take up and pay for shall exceed 10% of the total principal amount of Notes, the Representatives may in their discretion arrange for the themselves or another party or parties to purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreementherein. If, If within 36 thirty-six hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers Representatives do not arrange for the purchase of such Notes, then the Company shall will be entitled to a further period of 36 thirty-six hours within which to procure other persons another party or parties satisfactory to the non-defaulting Initial Purchasers Representatives to purchase such Notes on such terms. In the event that that, within the respective prescribed periodsperiod, the non-defaulting Initial Purchasers Representatives notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers Representatives that it has so arranged for the purchase of such Notes, either the Representatives or the Company shall have the right to postpone the Closing Date for such Notes for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Final Offering Memorandum, or in any other documents or arrangements. If non-defaulting Initial Purchasers or the Company may postpone the Closing Date for take up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, pay for all purposes of this Agreement unless the context requires otherwiseNotes agreed to be purchased by all such defaulting Initial Purchasers, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases such Notes that a shall be taken up and paid for by such non-defaulting Initial Purchaser agreed but failed or Initial Purchasers in such amount or amounts as the Representatives may designate with the consent of each Initial Purchaser so designated or, in the event no such designation is made, such Notes shall be taken up and paid for by all non-defaulting Initial Purchasers pro rata in proportion to purchasethe aggregate principal amount of Notes set opposite the names of such non-defaulting Initial Purchasers on Schedule I hereto. If after giving effort to any arrangements for the purchase of the Notes of any defaulting Initial Purchaser as provided in this Section 10, any Notes remain unpurchased, then this Agreement will terminate without liability to any non-defaulting Initial Purchaser or the Company.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange may make arrangements for the purchase of the Securities (the "Unpurchased Securities") which such Notesdefaulting Initial Purchaser agreed but failed to purchase by other persons satisfactory to the Issuer and the non-defaulting Initial Purchasers, but if no such arrangements are made within 36 hours after such default, then (i) if the Company principal amount of the Unpurchased Securities does not exceed 10% of the principal amount of Securities to be purchased on such date, the non-defaulting Initial Purchasers shall be obligated to purchase on a pro rata basis the full amount thereof, or (ii) if the principal amount of the Unpurchased Securities exceeds 10% of the Securities to be purchased on such date, the Issuer shall be entitled to a further period of 36 hours within which to procure other persons another party or parties reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Notes Unpurchased Securities upon the terms herein set forth. If, however, the Issuer has not completed such arrangements within 72 hours after such default and the principal amount of Unpurchased Securities exceeds 10% of the principal amount of Securities to be purchased on such terms. In date, then this Agreement shall terminate without liability on the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase part of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone Issuer, except that the Closing Date for up Issuer and Holdings will continue to seven full business days in order to effect any changes that in the opinion of counsel be liable for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement payment of expenses to the Pricing Disclosure Package or extent set forth in Sections 8 and 12 and except that the Offering Memorandum that effects any such changesprovisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Initial Purchaser” Purchasers" includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I hereto that, pursuant to this Section 97, purchases Notes that Securities which a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on such Closing Date in their discretion arrange for the purchase respective proportions which the amount of such the Notes by set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total amount of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Closing Date if the total amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on such Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the amount of Notes which it agreed to purchase on such Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to Xxxxxx Brothers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to Xxxxxx Brothers do not arrange for elect to purchase the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date, this Agreement shall terminate without liability on the part of such Notesany non-defaulting Initial Purchaser or the Companies, then except that the Company shall Companies will continue to be entitled to a further period of 36 hours within which to procure other persons satisfactory liable to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase payment of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesextent set forth in Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase."

Defaulting Initial Purchasers. (a) If, on the Closing Date, any one or more of the several Initial Purchaser defaults in its obligations Purchasers shall fail or refuse to purchase the Notes Securities that it has or they have agreed to purchase under this Agreementhereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on the Closing Date, the remaining other Initial Purchasers shall be obligated, severally, in the proportions that the aggregate principal amount of Securities set forth opposite their respective names on Schedule A-1 bears to the aggregate principal amount of Securities set forth opposite the names of all such nondefaulting Initial Purchasers, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers may in their discretion arrange agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, Securities are not made within 36 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Sections 6 and 8 hereof shall at all times be effective and shall survive such termination. In any such default by any Initial Purchaser, case either the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then Representative or the Company shall be entitled have the right to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date but in no event for up to longer than seven full business days in order that the required changes, if any, to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document documents or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesarrangements may be effected. As used in this Agreement, the term “Initial Purchaser” includes, shall be deemed to include any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseunder this Section 16. Any action taken under this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company or the Guarantors, except that it has so arranged the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Company Master Issuer shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Company Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Company Master Issuer may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any 40 party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, If on the Closing Date, or on an Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date or the Option Closing Date, as the case may be, in their discretion arrange for the purchase respective proportions that the principal amount of such Notes by Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on the Closing Date or the Option Closing Date, as the case may be, if the aggregate principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of such Notesthe aggregate principal amount of Securities to be purchased on the Closing Date, then or on the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to Option Closing Date, as the case may be. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Date, or on the Option Closing Date, as the case may be. If other Initial Purchasers are obligated or agree to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-Securities of a defaulting or withdrawing Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such NotesPurchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and . If the Company agrees to promptly prepare any amendment remaining Initial Purchasers or supplement other Initial Purchasers satisfactory to the Pricing Disclosure Package Initial Purchasers do not elect to purchase the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Offering Memorandum that effects any such changesCompany. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default.

Defaulting Initial Purchasers. (a) If, If on the Closing Date, or on an Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date or the Option Closing Date, as the case may be, in their discretion arrange for the purchase respective proportions that the principal amount of such Notes by Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on the Closing Date or the Option Closing Date, as the case may be, if the aggregate principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe aggregate principal amount of Securities to be purchased on the Closing Date, then or on the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to Option Closing Date, as the case may be, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such Notes more than 110% of the aggregate principal amount of Securities that it agreed to purchase on such termsthe Closing Date, or on the Option Closing Date, as the case may be, pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or the Company notifies the non-defaulting those other Initial Purchasers that it has satisfactory to the Initial Purchasers who so arranged for agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Date, or on the Option Closing Date, as the case may be. If other Initial Purchasers are obligated or agree to purchase the Securities of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and . If the Company agrees to promptly prepare any amendment remaining Initial Purchasers or supplement other Initial Purchasers satisfactory to the Pricing Disclosure Package Initial Purchasers do not elect to purchase: (a) the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Offering Memorandum Company; or (b) the Additional Securities that effects any the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Option Closing Date, the non-defaulting Initial Purchasers shall have, the option to either: (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such changesOption Closing Date; or (ii) purchase not less than the principal amount of Additional Securities that such non-defaulting Initial Purchaser would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve: (a) a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default; or (b) the Company of any liability for the payment of expenses to the extent set forth in Sections 8 and 11.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Co-Issuers on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Co-Issuers shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Co-Issuers that they have so arranged for the purchase of such Notes, or the Company Co-Issuers notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Co-Issuers may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Co-Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company Co-Issuers agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes aggregate principal amount of Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions which the aggregate principal amount of Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to $400,000,000, PROVIDED that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Securities on the Closing Date if the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities which it has agreed to purchase under this Agreementon the Closing Date pursuant to the terms of Section 2. If either of the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those additional initial purchasers satisfactory to JPMorgan who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Date. If the remaining Initial Purchasers may in their discretion arrange for or other Initial Purchasers satisfactory to JPMorgan do not elect to purchase the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to Purchasers, the Company on or the terms contained in this Agreement. IfGuarantor, within 36 hours after any such default by any Initial Purchaser, except that the non-defaulting Initial Purchasers do not arrange Company and the Guarantor will continue to be liable for the purchase payment of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory expenses to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event extent set forth in Sections 8 and 12 and except that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase provisions of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days Sections 9 and 10 shall not terminate and shall remain in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changeseffect. As used in this Agreement, the term “"Initial Purchaser” Purchasers" includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I 1 hereto that, pursuant to this Section 97, purchases Notes that Securities which a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Datedate hereof, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange may make arrangements for the purchase on the terms contained herein of the Securities which such Notes, then defaulting Initial Purchaser agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Initial Purchasers, but if no such arrangements are made within 36 hours after such default, the Issuers shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other persons parties reasonably satisfactory to the non-defaulting other Initial Purchasers to purchase such Notes Securities on such terms. In the event that that, within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Issuers that they have so arranged for the purchase of such NotesSecurities, or the Company notifies Issuers notify the non-defaulting Initial Purchasers that it has they have so arranged for the purchase of such NotesSecurities, either the Initial Purchasers or the Issuers shall have the right to postpone the Closing for a period of not more than seven days in order to effect any changes to the Offering Memorandum and any other documents in connection with the purchase that may thereby be made necessary. In the event that a substitute purchase is not so arranged, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or the Company may postpone Issuers, except that the Closing Date for up Issuers and the Guarantors will continue to seven full business days in order to effect any changes that in the opinion of counsel be liable for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement payment of expenses to the Pricing Disclosure Package or extent set forth in Sections 8 and 12 and except that the Offering Memorandum that effects any such changesprovisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Initial Purchaser” Purchasers" includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I 1 hereto that, pursuant to this Section 97, purchases Notes that Securities which a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in on its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such the Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that that, in the opinion of counsel for the Company or counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used For all purposes in this Agreement, unless the context requires otherwise, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed agreed, but failed subsequently failed, to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Securities”) in the respective proportions that the principal amount of the Securities set forth opposite the name of each non-defaulting Initial Purchaser in Schedule A hereto bears to the total number of the Securities set forth opposite the names of all the non-defaulting Initial Purchasers in Schedule A hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Securities on the Closing Date if the total amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Securities to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Securities that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the purchase of such Notes by Remaining Securities. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Securities, this Agreement shall terminate without liability on the terms part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this AgreementAgreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If, within 36 hours after any such default by any If other purchasers are obligated or agree to purchase the Securities of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Operative Documents or in any other document or arrangement that, in the opinion of counsel for the Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchasenecessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Company Master Issuer shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Company Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Company Master Issuer may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 910, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 4. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Inergy Parties, except that it has so arranged the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company Issuers may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions which the amount of such the Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of such Notesthe total amount of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such more than 110% of the amount of Notes which it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Representatives do not elect to purchase the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser(s) or the Company, except that it has so arranged the Company will continue to be liable for the payment of expenses to the extent set forth in Section 6. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, purchases the Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers Representatives or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum Circular or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees and the Guarantor agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, or any Date of Delivery, any one or more Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as you may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the principal amount of Securities that any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date, or any Date of Delivery, any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or of the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Final Memorandum or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Initial Purchasers, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform their obligations under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for Company will reimburse the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the purchase fees and disbursements of their counsel) reasonably incurred by such NotesInitial Purchasers in connection with this Agreement or the offering contemplated hereunder. If this Agreement is terminated by reason of the default of one or more of the Initial Purchasers, then the Company shall not be entitled obligated to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase reimburse each such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseon account of such expenses.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchaser or Initial Purchasers may in their discretion arrange shall use reasonable efforts to make arrangements for the purchase of the Securities that such Notes by the non-defaulting Initial Purchasers or Purchaser agreed but failed to purchase, on the terms contained herein by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, and the non-defaulting Initial Purchasers do not arrange for the purchase of Purchaser or Initial Purchasers. If no such Notesarrangements are made within 36 hours after such default, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other persons parties reasonably satisfactory to the non-defaulting Initial Purchaser or Initial Purchasers to purchase such Notes Securities on such terms. In If, after giving effect to any arrangements for the event that within purchase of the respective prescribed periods, Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchaser or Initial Purchasers notify and the Company that they as provided herein, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then, subject to the terms and conditions hereof, the Company shall have so arranged the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities which such defaulting Initial Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Initial Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. If, after giving effect to any arrangements for the purchase of such Notes, the Securities of a defaulting Initial Purchaser or the Company notifies Initial Purchasers by the non-defaulting Initial Purchaser or Initial Purchasers that it has so arranged for and the Company as provided above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all Securities, or if the Company shall not exercise the right described above to require non-defaulting Initial Purchaser or Initial Purchasers to purchase Securities of such Notesa defaulting Initial Purchaser or Initial Purchasers, either then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchaser or Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes Company, except that in the opinion of counsel for the Company or counsel for and the Initial Purchasers may be necessary shall remain responsible (except, in the Pricing Disclosure Packagecase of the Company, to a defaulting Initial Purchaser) for the Offering Memorandum expenses to be paid or in any other document or arrangement, reimbursed by them pursuant to Sections 8 and 12 and except that the respective obligations of the Company and the Company agrees Initial Purchasers pursuant to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesSections 9 and 10 shall remain in effect. As used in this Agreement, the term “"Initial Purchaser” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 97, purchases Notes that Securities which a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum Circular or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum Circular that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on such Closing Date in their discretion arrange for the purchase respective proportions which the amount of such the Notes by set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total amount of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on such Closing Date if the total amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on such NotesClosing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such more than 110% of the amount of Notes which it agreed to purchase on such termsClosing Date pursuant to the terms of Section 2. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to Xxxxxx Brothers who so agree, shall have the Company notifies right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to Xxxxxx Brothers do not elect to purchase the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Issuers, except that it has so arranged the Issuers will continue to be liable for the purchase payment of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesextent set forth in Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase."

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in on its obligations obligation to purchase the Notes that it has agreed to purchase under this Agreementhereunder, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In If other persons become obligated or agree to purchase the event that within the respective prescribed periods, the non-Notes of a defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such NotesPurchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Final Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Final Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule I 1 hereto that, pursuant to this Section 912, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions which the amount of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule A hereto bears to the total amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule A hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total principal amount of Notes to be purchased on the Closing Date, then and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the Company shall be entitled amount of Notes which it agreed to a further period of 36 hours within which to procure other persons satisfactory purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers do not elect to purchase such the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such terms. In the event that within Closing Date, this Agreement shall terminate without liability on the respective prescribed periods, the part of any non-defaulting Initial Purchasers notify Purchaser or the Company Issuer, except that they have so arranged the Issuer will continue to be liable for the purchase payment of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesextent set forth in Sections 8 and 11. As used in this Agreement, the term “"Initial Purchaser” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I A hereto thatwho, pursuant to this Section 9, purchases Notes that which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Issuer for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either Lehman Brothers Inc. or the Issuer may postpone the Closing Date for xx xx seven full business days in order to effect any changes that in the opinion of counsel for the Issuer or counsel for the Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that it has such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase under this Agreement, on the remaining Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date. If the foregoing maximum is exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the purchase of such Notes by Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the terms part of any non-defaulting Initial Purchaser or the Issuers, except that the Issuers will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this AgreementAgreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Issuers for damages caused by its default. If, within 36 hours after any such default by any If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, Issuers or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Xxxxx Fargo may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company Issuers or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchasenecessary.

Defaulting Initial Purchasers. (a) If, If any Initial Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers them or another party or other persons satisfactory parties to the Company purchase such Securities on the terms contained in this Agreementherein. If, If within 36 thirty- six hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such NotesSecurities, then the Company shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other persons parties satisfactory to the non-defaulting Initial Purchasers you to purchase such Notes Securities on such terms. In the event that that, within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they the non-defaulting Initial Purchasers have so arranged for the purchase of such NotesSecurities, or the Company notifies the non-defaulting Initial Purchasers that it has they have so arranged for the purchase of such NotesSecurities, either the non-defaulting Initial Purchasers or the Company may shall have the right to postpone the Closing Date for up to a period of not more than seven full business days days, in order to effect any whatever changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may thereby be made necessary in the Pricing Disclosure Package, the Offering Memorandum Circular or in any other document documents or arrangementarrangements, and the Company agrees and the Guarantor agree to promptly prepare any amendment amendments or supplement supplements to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesCircular which in your opinion may thereby be made necessary. As used in this Agreement, the The term “Initial Purchaser” includes, for all purposes of as used in this Agreement unless the context requires otherwise, shall include any person substituted under this Section with like effect as if such person had originally been a party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed Agreement with respect to purchasesuch Securities.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any either Initial Purchaser defaults in its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers Purchaser may in their its discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers Purchaser or other persons satisfactory to the Company Co-Issuers on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do Purchaser does not arrange for the purchase of such Offered Notes, then the Company Co-Issuers shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers Purchaser to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify Purchaser notifies the Company Co-Issuers that they have so arranged for the purchase of such Offered Notes, or the Company notifies Co-Issuers notify the non-defaulting Initial Purchasers Purchaser that it has they have so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers Purchaser or the Company Co-Issuers may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company Co-Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company agrees Co-Issuers agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, If on the Firm Closing Date, or on an Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Firm Closing Date or the Option Closing Date, as the case may be, in their discretion arrange for the purchase respective proportions that the principal amount of such Notes by Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on the Firm Closing Date or the Option Closing Date, as the case may be, if the aggregate principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe aggregate principal amount of Securities to be purchased on the Firm Closing Date, then or on the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to Option Closing Date, as the case may be, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such Notes more than 110% of the aggregate principal amount of Securities that it agreed to purchase on such termsthe Firm Closing Date, or on the Option Closing Date, as the case may be, pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or the Company notifies the non-defaulting those other Initial Purchasers that it has satisfactory to the Initial Purchasers who so arranged for agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Firm Closing Date, or on the Option Closing Date, as the case may be. If other Initial Purchasers are obligated or agree to purchase the Securities of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Firm Closing Date or the Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and . If the Company agrees to promptly prepare any amendment remaining Initial Purchasers or supplement other Initial Purchasers satisfactory to the Pricing Disclosure Package Initial Purchasers do not elect to purchase: (a) the Firm Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Firm Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Offering Memorandum Company; or (b) the Option Securities that effects any the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Option Closing Date, the non-defaulting Initial Purchasers shall have, the option to either: (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such changesOption Closing Date; or (ii) purchase not less than the principal amount of Option Securities that such non-defaulting Initial Purchaser would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve: (a) a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default; or (b) the Company of any liability for the payment of expenses to the extent set forth in Sections 6 and 11.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange may make arrangements for the purchase of the Securities which such Notes, then the Company shall be entitled defaulting Initial Purchaser agreed but failed to a further period of 36 hours within which to procure purchase by other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, Company and the non-defaulting Initial Purchasers notify the Company that they have so arranged Purchasers. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser by the Initial Purchasers as described above, the aggregate principal amount of such NotesSecurities which remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Securities, or then the Company notifies Issuers shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities which such Initial Purchaser agreed to purchase hereunder and, in addition, to require each such non-defaulting Initial Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Purchasers that it has so arranged for which such arrangements have not been made. If after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser by the Issuers and the Initial Purchasers the aggregate principal amount of Securities which remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Securities or if the Issuers do not exercise their right to require the Initial Purchasers to purchase additional Securities as described above or if no such Notesarrangements are made within 36 hours after such default, either this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or the Company, except that the Company may postpone the Closing Date for up will continue to seven full business days in order to effect any changes that in the opinion of counsel be liable for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement payment of expenses to the Pricing Disclosure Package or extent set forth in Sections 8 and 12 and except that the Offering Memorandum that effects any such changesprovisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Initial Purchaser” Purchasers" includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I 1 hereto that, pursuant to this Section 97, purchases Notes that Securities which a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may Purchaser shall be obligated to purchase the Series A Notes that the defaulting Initial Purchaser agreed but failed to purchase on such Closing Date in their discretion arrange for the purchase proportion which the amount of such Series A Notes by set opposite the name of the remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total amount of Series A Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; PROVIDED, HOWEVER, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do Purchaser shall not arrange for be obligated to purchase any of the Series A Notes on such Closing Date if the total amount of Series A Notes that the defaulting Initial Purchaser agreed but failed to purchase on such date exceeds 10% of the total amount of Series A Notes to be purchased on such NotesClosing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such more than 110% of the amount of Series A Notes that it agreed to purchase on such termsClosing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchaser, or those other Initial Purchasers satisfactory to the Company notifies the remaining non-defaulting Initial Purchaser, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Series A Notes to be purchased on such Closing Date. If the remaining Initial Purchaser or other Initial Purchasers satisfactory to the remaining Initial Purchaser do not elect to purchase the Series A Notes that it has so arranged for the defaulting Initial Purchaser agreed but failed to purchase on such Closing Date, this Agreement shall terminate without liability on the part of such Notes, either the any non-defaulting Initial Purchaser or the Company or the Guarantors, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Series A Notes of a defaulting or withdrawing Initial Purchaser, the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the amount of Securities set forth opposite their respective names in the Purchase Agreement bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in its obligations or Initial Purchasers shall fail or refuse to purchase Securities and the Notes that it has agreed aggregate amount of Securities with respect to purchase under this Agreementwhich such default occurs is more than one-tenth of the aggregate amount of Securities to be purchased on such date, and arrangements satisfactory to the remaining non-defaulting Initial Purchasers may in their discretion arrange Representatives and the Company for the purchase of such Notes by Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or other persons satisfactory to the Company on the terms contained in this AgreementCompany. If, within 36 hours after In any such default by any Initial Purchaser, case either the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then Representatives or the Company shall be entitled have the right to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that the required changes, if any, in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Initial Purchasers, and or any of them, because of any failure or refusal on the part of the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects Guarantor to comply with the terms or to fulfill any such changes. As used in of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the term “Company and the Guarantor will reimburse the Initial Purchaser” includesPurchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all purposes out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement unless or the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseoffering contemplated hereunder.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in on its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such the Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that that, in the opinion of counsel for the Company and the Guarantors or counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used For all purposes in this Agreement, unless the context requires otherwise, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed agreed, but failed subsequently failed, to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company, except that it has so arranged the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) Obligations of Non-Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults or Initial Purchasers default in the performance of its or their obligations to purchase the Notes that it has agreed to purchase under this Agreement, SGSC may make arrangements for the purchase of such Securities by other persons satisfactory to the Company and SGSC, including any of the Initial Purchasers, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Initial Purchasers shall be severally obligated to purchase the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date in the respective proportions which the principal amount of Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers may in their discretion arrange for Schedule 1 hereto; provided, however, that the purchase of such Notes by the remaining non-defaulting Initial Purchasers or other persons satisfactory shall not be obligated to purchase any of the Company Securities on the terms contained in this Agreement. IfClosing Date if the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds one-eleventh of the aggregate principal amount of the Securities to be purchased on the Closing Date, within 36 hours after and any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers shall not be obligated to purchase in total more than 110% of the principal amount of the Securities which it agreed to purchase on the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded and the remaining Initial Purchasers or other underwriters satisfactory to Initial Purchasers and the Company do not arrange for elect to purchase the purchase of such Notes, then Securities which the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Purchaser or Initial Purchasers notify agreed but failed to purchase, this Agreement shall terminate without liability on the Company that they have so arranged for the purchase part of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the any non-defaulting Initial Purchasers or the Company, except that the Company may postpone the Closing Date for up will continue to seven full business days in order to effect any changes that in the opinion of counsel be liable for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement payment of expenses to the Pricing Disclosure Package or extent set forth in Section 11 except that the Offering Memorandum that effects any such changesprovisions of Sections 9 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Initial Purchaser” Purchasers" includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 97, purchases Notes that Securities which a defaulting Initial Purchaser Purchasers agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that it has such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase under this Agreement, on the remaining Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set forth opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set forth opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the purchase of such Notes by Remaining Notes. If the non-defaulting Initial Purchasers or other persons Initial Purchasers satisfactory to the Company Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the terms part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this AgreementAgreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If, within 36 hours after any such default by any If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Wachovia may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Operative Documents or in any other document or arrangement that, in the opinion of counsel for the Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchasenecessary.

Defaulting Initial Purchasers. (a) If, If on the First Closing Date or any Option Closing Date, as the case may be, any Initial Purchaser defaults in its obligations shall fail to purchase and pay for the Notes that it portion of the Securities which such Initial Purchaser has agreed to purchase under and pay for on such date (other than by reason of any default on the part of the Trust, the Shareholder or the Shareholder Parent), the Representatives shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Initial Purchasers, or any others, to purchase from the Trust such amounts as may be agreed upon and upon the terms set forth herein, the Securities which the defaulting Initial Purchaser or Initial Purchasers failed to purchase. If during such 36 hours, the Representatives shall not have procured such other Initial Purchasers, or any others, to purchase the Securities agreed to be purchased by the defaulting Initial Purchaser or Initial Purchasers, then (a) if the aggregate number of Securities with respect to which such default shall occur does not exceed 10% of the Securities to be purchased on the First Closing Date or the Option Closing Date, as the case may be, the other Initial Purchasers shall be obligated, severally, in proportion to the respective numbers of Securities which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Initial Purchaser or Initial Purchasers failed to purchase, or (b) if the aggregate number of Securities with respect to which such default shall occur exceeds 10% of the Securities to be purchased on the First Closing Date or the Option Closing Date, as the case may be, the Shareholder or the Representatives will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company terminate this Agreement without liability on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase part of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone Trust, the Shareholder or Shareholder Parent, except to the extent provided in Section 6 hereof. In the event of a default by any Initial Purchaser or Initial Purchasers, as set forth in this Section 14, the First Closing Date or any Option Closing Date, as the case may be, may be postponed for up to such period, not exceeding seven full business days days, as you, as Representatives, may determine in order to effect any that the required changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or in the Offering Memorandum that effects Final Circular or in any such changesother documents or arrangements may be effected. As used in this Agreement, the The term “Initial Purchaser” includes, includes any person substituted for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser. Any action taken under this Section 14 shall not relieve any defaulting Initial Purchaser agreed but failed to purchase.from liability in respect of any default of such Initial Purchaser under this Agreement

Defaulting Initial Purchasers. (a) If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the amount of Securities set forth opposite their respective names in the Purchase Agreement bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in its obligations or Initial Purchasers shall fail or refuse to purchase Securities and the Notes that it has agreed aggregate amount of Securities with respect to purchase under this Agreementwhich such default occurs is more than one-tenth of the aggregate amount of Securities to be purchased on such date, and arrangements satisfactory to the remaining non-defaulting Initial Purchasers may in their discretion arrange Representatives and the Company for the purchase of such Notes by Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for Company or the purchase of Guarantor. In any such Notes, then case either the Representatives or the Company shall be entitled have the right to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that the required changes, if any, in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Initial Purchasers, and or any of them, because of any failure or refusal on the part of the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects Guarantor to comply with the terms or to fulfill any such changes. As used in of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the term “Company and the Guarantor will reimburse the Initial Purchaser” includesPurchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all purposes out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement unless or the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseoffering contemplated hereunder.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions which the amount of such the Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total amount of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such more than 110% of the amount of Notes which it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Representative do not elect to purchase the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company, except that it has so arranged the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 and 6. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases the Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers Purchaser or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the amount of Securities set forth opposite their respective names in the Purchase Agreement bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as the Representative may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in its obligations or Initial Purchasers shall fail or refuse to purchase Securities and the Notes that it has agreed aggregate amount of Securities with respect to purchase under this Agreementwhich such default occurs is more than one-tenth of the aggregate amount of Securities to be purchased on such date, and arrangements satisfactory to the remaining non-defaulting Initial Purchasers may in their discretion arrange Representative and the Company for the purchase of such Notes by Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for Company or the purchase of Guarantor. In any such Notes, then case either the Representative or the Company shall be entitled have the right to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that the required changes, if any, in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Initial Purchasers, and or any of them, because of any failure or refusal on the part of the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects Guarantor to comply with the terms or to fulfill any such changes. As used in of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the term “Company and the Guarantor will reimburse the Initial Purchaser” includesPurchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all purposes out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement unless or the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseoffering contemplated hereunder.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in on its obligations obligation to purchase the Notes Securities that it has agreed to purchase under this Agreementhereunder, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes Securities by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such NotesSecurities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-non- defaulting Initial Purchasers to purchase such Notes Securities on such terms. In If other persons become obligated or agree to purchase the event that within the respective prescribed periods, the non-Securities of a defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such NotesPurchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven five full business days Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “"Initial Purchaser” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party person not listed in Schedule I II hereto that, pursuant to this Section 97, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions which the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes which it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company or the Guarantors, except that it has so arranged the Company and the Guarantors will continue to be liable for the purchase payment of such Notes, either expenses to the non-extent set forth in Sections 6 and 11. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the either Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Offered Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Closing Date in their discretion arrange for the purchase respective proportions which the number of such Notes by shares of the Offered Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total number of shares of the Offered Securities set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule 1 hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Offered Securities on such Closing Date if the total number of Offered Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number of Offered Securities to be purchased on such NotesClosing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase such Notes more than 110% of the number of Offered Securities which it agreed to purchase on such termsClosing Date pursuant to the terms of Section 2. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Offered Securities to be purchased on such Closing Date. If the remaining Initial Purchasers notify do not elect to purchase all of the Offered Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date, this Agreement (or, with respect to the Option Closing Date, the obligation of the Initial Purchasers to purchase, and of the Company that they have so arranged for to sell, the purchase Additional Offered Securities) shall terminate without liability on the part of such Notes, or the Company notifies the any non-defaulting Initial Purchasers Purchaser or the Company, except that it has so arranged the Company will continue to be liable for the payment of expenses to the extent set forth in Section 9. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Offered Securities of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchaseagreement.

Defaulting Initial Purchasers. (a) If, on the at any Closing DateTime, any Initial Purchaser defaults in its obligations shall fail or refuse to purchase the Notes that it has principal amount of Securities agreed to purchase under this Agreementbe purchased by such Initial Purchaser hereunder, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers shall be obligated to purchase the principal amount of Securities that the defaulting Initial Purchaser agreed but failed to purchase on such Closing Time in the respective proportions which the principal amount of Securities set forth opposite the name of each non-defaulting Initial Purchaser in Schedule A hereto bears to the aggregate principal amount of Securities set forth opposite the names of all non-defaulting Initial Purchasers; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Securities at such Closing Time if the aggregate principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of Securities to be purchased at such Closing Time. If the foregoing maximum is exceeded, the non-defaulting Initial Purchasers, or those other persons initial purchasers satisfactory to the Company on and the terms contained Representative who so agree, shall have the right, but shall not be obligated, to purchase, in this Agreementsuch proportion as may be agreed upon among them, all the Securities to be purchased at such Closing Time. If, within 36 hours after any such default by any Initial Purchaser, If the non-defaulting Initial Purchasers do not arrange for elect to purchase the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Time, this Agreement shall terminate without liability on the part of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the any non-defaulting Initial Purchasers Purchaser or the Company, except that the Company will continue to purchase such Notes on such terms. In be liable for the event that within the respective prescribed periods, the payment of expenses (for any non-defaulting Initial Purchasers notify Purchaser) to the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangementextent set forth in, and the Company agrees to promptly prepare any amendment or supplement subject to the Pricing Disclosure Package or the Offering Memorandum that effects any such changesterms of, Section 4. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I A hereto that, pursuant to this Section 910, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase. Any action taken under this Section 10 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 4. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Inergy Parties, except that it has so arranged the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company Issuers may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, If any Initial Purchaser defaults shall default in its obligations obligation to purchase the Notes that Securities which it has agreed to purchase under this Agreementhereunder on any Closing Date, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers them or another party or other persons satisfactory parties to the Company purchase such Securities on the terms contained in this Agreementherein. If, If within 36 thirty-six hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such NotesSecurities, then the Company shall be entitled to a further period of 36 thirty-six hours within which to procure another party or other persons parties satisfactory to the non-defaulting Initial Purchasers you to purchase such Notes Securities on such terms. In the event that that, within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they the non-defaulting Initial Purchasers have so arranged for the purchase of such NotesSecurities, or the Company notifies the non-defaulting Initial Purchasers that it has they have so arranged for the purchase of such NotesSecurities, either the non-defaulting Initial Purchasers or the Company may shall have the right to postpone the any Closing Date for up to a period of not more than seven full business days days, in order to effect any whatever changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may thereby be made necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document documents or arrangementarrangements, and the Company agrees and the Guarantor agree to promptly prepare any amendment amendments or supplement supplements to the Pricing Disclosure Package or the Offering Memorandum that effects any such changeswhich in your opinion may thereby be made necessary. As used in this Agreement, the The term “Initial Purchaser” includes, for all purposes of as used in this Agreement unless the context requires otherwise, shall include any person substituted under this Section with like effect as if such person had originally been a party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed Agreement with respect to purchasesuch Securities.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Purchaser shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers obligated to purchase such Notes on such terms. In the event Securities that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that the number of Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule C hereto bears to the total number of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule C hereto; provided, however, that the remaining non-defaulting Initial Purchaser shall not be obligated to purchase any of the Securities on the Closing Date if the total number of Securities that the defaulting Initial Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total number of Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the number of Securities that it agreed to purchase on the Closing Date pursuant to the terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchaser, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Date. If the remaining Initial Purchaser or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions which the amount of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule A hereto bears to the total amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule A hereto; provided, however, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total principal amount of Notes to be purchased on the Closing Date, then and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the Company shall be entitled amount of Notes which it agreed to a further period of 36 hours within which to procure other persons satisfactory purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers do not elect to purchase such the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such terms. In the event that within Closing Date, this Agreement shall terminate without liability on the respective prescribed periods, the part of any non-defaulting Initial Purchasers notify Purchaser or the Company Issuer, except that they have so arranged the Issuer will continue to be liable for the payment of expenses to the extent set forth in Sections 8 and 11. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto who, pursuant to this Section 9, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Issuer for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either Lehmxx Xxxthers Inc. or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Issuer may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for shall be obligated to purchase the aggregate principal amount of the Securities that the defaulting Initial Purchaser agreed but failed to purchase of such Notes by on the Closing Date; provided, however, that the remaining non-defaulting Initial Purchasers or other persons satisfactory shall not be obligated to purchase any of the Securities on the Closing Date if the aggregate principal amount of Securities that the defaulting Initial Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of the Securities to be purchased on the Closing Date, and the remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of the Securities that it agreed to purchase on the Closing Date pursuant to the Company on terms of Section 3 hereof. If the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaserforegoing maximums are exceeded, the non-defaulting Initial Purchasers do shall have the right, but shall not arrange for be obligated, to purchase on the purchase Closing Date, the total aggregate amount of such Notes, then the Company shall Securities to be entitled to a further period of 36 hours within which to procure other persons satisfactory to purchased on the Closing Date. If the non-defaulting Initial Purchasers Purchaser does not elect to purchase such Notes the Securities that the defaulting Initial Purchaser agreed but failed to purchase on such termsthe Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company or any of its subsidiaries, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11 hereof. In Nothing contained herein shall relieve the event that within defaulting Initial Purchaser of any liability it may have to the respective prescribed periods, Company or any Guarantor for damages caused by its default. If the non-defaulting Initial Purchasers notify Purchaser is obligated or agrees to purchase the Company that they have so arranged for Securities of the purchase of such Notes, defaulting or the Company notifies the non-defaulting withdrawing Initial Purchasers that it has so arranged for the purchase of such NotesPurchaser, either the non-defaulting Initial Purchasers Purchaser or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and arrangement that in the opinion of counsel to the Company agrees to promptly prepare any amendment or supplement counsel to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a non-defaulting Initial Purchaser agreed but failed to purchasemay be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Issuer shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Issuer that they have so arranged for the purchase of such Notes, or the Company Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company Issuer may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.term

Defaulting Initial Purchasers. (a) If, on the Closing Date, any either Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company Purchaser shall be entitled obligated to a further period purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that the number of 36 hours within which Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to procure other persons satisfactory to the total number of Notes set opposite the name of the non-defaulting Initial Purchasers Purchaser in Schedule I hereto; provided, however, that the non-defaulting Initial Purchaser shall not be obligated to purchase such any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser agreed but failed to purchase on such termsdate exceeds 9.09% of the total number of Notes to be purchased on the Closing Date, and the non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the non-defaulting Initial Purchasers notify Purchaser shall have the Company that they have so arranged for right, but shall not be obligated, to purchase all the purchase of such Notes, or Notes to be purchased on the Company notifies Closing Date. If the non-defaulting Initial Purchasers Purchaser does not elect to purchase the Notes that it has so arranged the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If the other Initial Purchaser is obligated to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers Purchaser or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in on its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such the Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that that, in the opinion of counsel for the Company or counsel for the Initial Purchasers Purchasers, may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used For all purposes in this Agreement, unless the context requires otherwise, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, includes any party not listed in Schedule I Schedules I-A, I-B or I-C hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed agreed, but failed subsequently failed, to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in their discretion arrange for the purchase respective proportions that the number of such Notes by set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; PROVIDED, HOWEVER, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe total number of Notes to be purchased on the Closing Date, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such more than 110% of the number of Notes that it agreed to purchase on such termsthe Closing Date pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or those other Initial Purchasers satisfactory to the Company notifies Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company, except that it has so arranged the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange Purchaser may make arrangements for the purchase of the Securities (the "Unpurchased Securities") which such Notesdefaulting Initial Purchaser agreed but failed to purchase by other persons satisfactory to the Issuer and the non-defaulting Initial Purchaser, but if no such arrangements are made within 36 hours after such default, then (i) if the Company principal amount of the Unpurchased Securities does not exceed 10% of the principal amount of Securities to be purchased on such date, the non-defaulting Initial Purchaser shall be obligated to purchase the full amount thereof, or (ii) if the principal amount of the Unpurchased Securities exceeds 10% of the Securities to be purchased on such date, the Issuer shall be entitled to a further period of 36 hours within which to procure other persons another party or parties reasonably satisfactory to the non-defaulting Initial Purchasers Purchaser to purchase such Notes Unpurchased Securities upon such terms herein set forth. If, however, the Issuer shall not have completed such arrangements within 72 hours after such default and the principal amount of Unpurchased Securities exceeds 10% of the principal amount of Securities to be purchased on such terms. In date, then this Agreement shall terminate without liability on the event that within the respective prescribed periods, part of the non-defaulting Initial Purchasers notify Purchaser, the Company Issuer or the Guarantors, except that they have so arranged the Issuer and the Guarantors will continue to be liable for the purchase payment of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement expenses to the Pricing Disclosure Package or extent set forth in Sections 8 and 12 and except that the Offering Memorandum that effects any such changesprovisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term “"Initial Purchaser” Purchasers" includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I II hereto that, pursuant to this Section 97, purchases Notes that Securities which a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers will be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date; provided, however, that the remaining non-defaulting Initial Purchasers will not be obligated to purchase any of the Securities on the Closing Date if the total number of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total amount of Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers will not be obligated to purchase more than 110% of the amount of Securities that it agreed to purchase on the Closing Date pursuant to the terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other initial purchasers satisfactory to the Initial Purchasers who so agree, will have the right, but will not be obligated, to purchase, in such proportion as may in their discretion arrange for be agreed upon among them, all the Securities to be purchased on the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Initial Purchasers do not elect to purchase the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement will terminate without liability on the part of such Notes by the any non-defaulting Initial Purchasers or other persons satisfactory the Company or any of its subsidiaries, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11 hereof. Nothing contained herein will relieve a defaulting Initial Purchaser of any liability it may have to the Company on for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the terms contained in this Agreement. If, within 36 hours after any such default by any Securities of a defaulting or withdrawing Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchasers. (a) If, If on the Closing Date, or on an Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date or the Option Closing Date, as the case may be, in their discretion arrange for the purchase respective proportions that the principal amount of such Notes by Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers or other persons satisfactory to in Schedule I hereto; provided, that the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the remaining non-defaulting Initial Purchasers do shall not arrange for be obligated to purchase any of the Securities on the Closing Date or the Option Closing Date, as the case may be, if the aggregate principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of such Notesthe aggregate principal amount of Securities to be purchased on the Closing Date, then or on the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to Option Closing Date, as the case may be, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase such Notes more than 110% of the aggregate principal amount of Securities that it agreed to purchase on such termsthe Closing Date, or on the Option Closing Date, as the case may be, pursuant to the terms of Section 3. In If the event that within the respective prescribed periodsforegoing maximums are exceeded, the remaining non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such NotesPurchasers, or the Company notifies the non-defaulting those other Initial Purchasers that it has satisfactory to the Initial Purchasers who so arranged for agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities to be purchased on the Closing Date, or on the Option Closing Date, as the case may be. If other Initial Purchasers are obligated or agree to purchase the Securities of such Notesa defaulting or withdrawing Initial Purchaser, either the non-defaulting remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and . If the Company agrees to promptly prepare any amendment remaining Initial Purchasers or supplement other Initial Purchasers satisfactory to the Pricing Disclosure Package Initial Purchasers do not elect to purchase: (a) the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Offering Memorandum Company; or (b) the Additional Securities that effects any the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Option Closing Date, the non-defaulting Initial Purchasers shall have the option to either: (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such changesOption Closing Date; or (ii) purchase not less than the principal amount of Additional Securities that such non-defaulting Initial Purchaser would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve: (a) a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default; or (b) the Company of any liability for the payment of expenses to the extent set forth in Sections 6 and 11.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Company Master Issuer shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Company Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Company Master Issuer may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Company Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Company Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “"Initial Purchaser” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase.