Common use of Defaulting Initial Purchasers Clause in Contracts

Defaulting Initial Purchasers. If, on any Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which that the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which that the total aggregate principal amount number of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.of

Defaulting Initial Purchasers. If, on any Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.Delivery

Defaulting Initial Purchasers. (a) If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to make arrangements for the purchase of the aggregate principal amount of Notes Securities which the such defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 heretopurchase; provided, however, that in the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Notes on such Delivery Date if event the total aggregate principal amount of Notes Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, and any remaining nonshall exceed one-defaulting Initial Purchaser shall not be obligated to purchase more than 110% eleventh of the aggregate principal amount at maturity of Notes which it agreed to purchase securities set forth on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceededSchedule 1 hereto, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the rightright to purchase all, but shall not be obligated, under any obligation to purchase on such Delivery Dateany, in such proportion as may be agreed upon among them, of the total aggregate principal amount of Notes to be purchased on such Delivery DateSecurities. If the remaining Initial Purchasers or other purchasers satisfactory to the such non-defaulting Initial Purchasers do not elect to purchase on such Delivery Date all of the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseSecurities, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any the non-defaulting Initial Purchasers and or the Company, except that the Company will continue to be liable for the payment of expenses to the non-defaulting Initial Purchasers to the extent set forth in Sections 4 8 and 1012 and except that the provisions 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 1 hereto whothat, pursuant to this Section 87, purchases Notes 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 for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Initial Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the total aggregate principal amount of Initial Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any Initial Notes on such Delivery the Closing Date if the total aggregate principal amount of Initial Notes which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Initial Notes to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Initial Notes which it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.25 25

Defaulting Initial Purchasers. If, on any the Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such the Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any of the Notes on such the Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Initial Purchaser Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of the Notes which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.remaining

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the total aggregate principal amount of Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes the Securities 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 shall not be obligated to purchase any Notes of the Securities on such Delivery the Closing Date if the total aggregate principal amount of Notes the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes the Securities to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes the Securities which it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes Securities to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes shares which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on the Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company 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” "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 8, purchases Notes 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 for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Lehman Brothers, Goldman Sachs or the Company may postpone the Delivery Date Closing Xxxx for up to seven full business sxxxx xxlx xxxiness 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 Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in one of the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Notes Offered Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed or refused to purchase on such date exceeds 9.09% is not more than one tenth of the total aggregate principal amount at maturity of Notes Offered Securities to be purchased on such Delivery Datedate, and any remaining non-defaulting the other Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of severally in the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to proportions that the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes Offered Securities set forth opposite their respective names in Schedule I hereto bears to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes Offered Securities set forth opposite the names of all such non-defaulting Initial Purchasers to purchase the Offered Securities which the such defaulting Initial Purchasers agreed but failed or refused to purchasepurchase on such date. If, on the Closing Date any Initial Purchasers shall fail or refuse to purchase Offered Securities which they have agreed to purchase hereunder on such date and the aggregate principal amount of Offered Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Issuers for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or of the Company may postpone the Delivery Date for up to seven full business days Issuers or any Guarantor. Any action taken under this Section 11 shall not relieve any defaulting Initial Purchasers from liability in order to effect respect of any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion default of counsel to the Company or counsel to the such Initial Purchasers, may be necessaryPurchasers under this Agreement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in one of the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Notes Securities which the such defaulting Initial Purchaser agreed but failed or refused to purchase on such Delivery Date in is not more than one tenth of the respective proportions which the total aggregate principal amount of Notes 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 the name of each remaining non-defaulting Initial Purchaser their respective names in Schedule 1 I hereto bears to the total aggregate principal amount of Notes Securities set forth opposite the names of all the remaining such non-defaulting Initial Purchasers in Schedule 1 hereto; providedto purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, howeveron the Closing Date any Initial Purchaser 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, that and arrangements satisfactory to the remaining non-defaulting Initial Purchasers shall and the Company for the purchase of such Securities are not be obligated to purchase any Notes on made within 36 hours after such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchasedefault, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the any Guarantor. Any action taken under this Section shall not relieve any defaulting Initial Purchasers, may be necessaryPurchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the “Remaining Notes”) in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the CompanyIssuers, except that the Company Issuers 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuers for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Issuers or the Company Representatives may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Transaction Documents or in any other document or arrangement that, in the opinion of counsel to for the Company Issuers or counsel to Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which that the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Closing Date in the respective proportions which the total aggregate principal amount of the Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery Closing Date if the total aggregate principal amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers Xxxxxx Brothers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all of the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.Closing EXECUTION VERSION

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers Purchaser shall be obligated to purchase the aggregate principal amount of Notes which that the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 heretoClosing Date; provided, however, that the remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount number of Notes which that the defaulting Initial Purchasers Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity number of Notes to be purchased on such Delivery the Closing Date, and any the remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity number of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, Purchaser shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do Purchaser does not elect to purchase on such Delivery Date the aggregate principal amount of Notes which that the defaulting Initial Purchasers Purchaser agreed but failed to purchasepurchase on the Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 6 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase11. 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 the other purchasers are Initial Purchaser is obligated or agree agrees to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Purchaser or the Company may postpone the Delivery 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 remaining Initial Purchaser may be necessary in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes Units which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Closing Date in the respective proportions which the total aggregate principal amount of Notes Units set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes Units 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 shall not be obligated to purchase any Notes of the Units on such Delivery Closing Date if the total aggregate principal amount of Notes Units which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes Units to be purchased on such Delivery Closing Date, and any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes Units which it agreed to purchase on such Delivery Closing Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes Units to be purchased on such Delivery Closing Date. If the remaining Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes Units which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.such

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the total aggregate principal amount of Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes the Securities 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 shall not be obligated to purchase any Notes of the Securities on such Delivery the Closing Date if the total aggregate principal amount of Notes the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes the Securities to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes the Securities which it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes Securities to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes shares which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on the Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, purchases Notes which 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 purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either Xxxxxx Brothers and Banc of America, on the remaining non-defaulting Initial Purchasers one hand, or the Company Company, on the other hand, may postpone the Delivery 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 Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the “Remaining Notes”) in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the CompanyIssuers, except that the Company Issuers 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuers for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Issuers or the Company Representative may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Transaction Documents or in any other document or arrangement that, in the opinion of counsel to for the Company Issuers or counsel to Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the total aggregate principal amount of Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount of Notes Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Notes Securities on such Delivery the Closing Date if the total aggregate principal amount of Notes Securities which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes Securities to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes Securities which it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery the Closing Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes Securities to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery the Closing Date the aggregate principal amount of Notes Securities which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 5 and 1011. 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 I hereto who, pursuant to this Section 89, purchases Notes 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 for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in of the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Notes Offered Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed or refused to purchase on such date exceeds 9.09% is not more than one tenth of the total aggregate principal amount at maturity of Notes Offered Securities to be purchased on such Delivery Datedate, and any remaining non-defaulting the other Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of severally in the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to proportions that the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes Offered Securities set forth opposite their respective names in Schedule I hereto bears to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes Offered Securities set forth opposite the names of all such non-defaulting Initial Purchasers to purchase the Offered Securities which the such defaulting Initial Purchasers agreed but failed or refused to purchasepurchase on such date. If, this Agreement (or with respect to on the Optional Delivery Date, the obligation Closing Date any of the Initial Purchasers shall fail or refuse to purchase Offered Securities which they have agreed to purchase hereunder on such date and the Optional Notes) aggregate principal amount of Offered Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Issuers for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or of the Company may postpone the Delivery Date for up to seven full business days Issuers or any Guarantor. Any action taken under this Section 11 shall not relieve any defaulting Initial Purchasers from liability in order to effect respect of any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion default of counsel to the Company or counsel to the such Initial Purchasers, may be necessaryPurchasers under this Agreement.

Defaulting Initial Purchasers. If, on (a) If any Delivery Date, one or more Initial Purchasers shall fail to purchase and pay for any of the Notes agreed to be purchased by such Initial Purchaser defaults hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Notes set forth opposite their names on Schedule 1 hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Initial Purchasers) the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110exceed 10% of the aggregate principal amount at maturity of Notes which it agreed to purchase set forth on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceededSchedule 1 hereto, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the rightright to purchase all, but shall not be obligated, under any obligation to purchase on any, of the Notes, and if such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the non-defaulting Initial Purchasers do not elect to purchase on such Delivery Date all the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseNotes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall will terminate without liability on the part of to any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryIssuer.

Defaulting Initial Purchasers. If, on any Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers Purchaser shall be obligated to purchase the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 heretoDate; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, and any the remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial PurchasersPurchaser, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers Purchaser or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers Purchaser agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary."

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Series A Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the total aggregate principal amount of Series A Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount of Series A Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Series A Notes on such Delivery the Closing Date if the total aggregate principal amount of Series A Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Series A Notes to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the total aggregate principal amount at maturity of Series A Notes which it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 24. 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 on such Delivery Datepurchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of Series A Notes to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Series A Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on the Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the CompanyCompany or the Subsidiary Guarantors, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 7 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase12. 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 purchasers Initial Purchasers are obligated or agree to purchase the aggregate principal amount of Series A Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery 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 Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the total aggregate principal amount of Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes the Securities 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 shall not be obligated to purchase any Notes of the Securities on such Delivery the Closing Date if the total aggregate principal amount of Notes the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes the Securities to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes the Securities which it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but 27 shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes Securities to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes shares which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on the Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company and the CompanyGuarantors, except that 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” "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 8, purchases Notes 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 Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Xxxxxx Brothers Inc. or the Company may postpone the Delivery 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 Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. (a) If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations obligation to purchase Notes under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the “Remaining Notes”) in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Remaining Notes which the defaulting with 36 hours after any Initial Purchasers agreed but failed Purchaser defaults in its obligation to purchasepurchase Notes under this Agreement, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the CompanyIssuers, except that the Company Issuers 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryherein.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the "Remaining Notes") in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Company or the Company Representatives may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Transaction Documents or in any other document or arrangement that, in the opinion of counsel to for the Company or counsel to Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which Preference Shares that the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which that the total aggregate principal amount number of Notes Preference Shares set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of Notes Preference Shares set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Notes of the Preference Shares on such Delivery the Closing Date if the total aggregate principal amount of Notes which Preference Shares that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes Preference Shares to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which Preference Shares that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes Preference Shares to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which Preference Shares that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on the Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 6 and 1011. 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 I hereto whothat, pursuant to this Section 89, purchases Notes which Preference Shares 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 purchasers Initial Purchasers are obligated or agree to purchase the Notes Preference Shares of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery 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 that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. If, on any Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.and

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the “Remaining Notes”) in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase In the Notes event of a defaulting or withdrawing Initial Purchasersuch default, either the remaining non-defaulting Initial Purchasers Company or the Company Representative may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Transaction Documents or in any other document or arrangement that, in the opinion of counsel to for the Company or counsel to for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any either Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the “Remaining Notes”) in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase In the Notes event of a defaulting or withdrawing Initial Purchasersuch default, either the remaining non-defaulting Initial Purchasers Company or the Company Representative may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Transaction Documents or in any other document or arrangement that, in the opinion of counsel to for the Company or counsel to for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the “Remaining Notes”) in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are maximum is exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the CompanyIssuers, except that the Company Issuers 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryherein.

Defaulting Initial Purchasers. If, on any Delivery Date, If any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-non- defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount number of Notes Units which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount number of Notes Units set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of Notes Units set opposite the names of all the remaining non-non- defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Notes on such Delivery Date Units if the total aggregate principal amount number of Notes Units which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity number of Notes Units to be purchased on such Delivery Datepurchased, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity number of Notes Units which it agreed to purchase on such Delivery 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 the remaining non- defaulting Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, the total aggregate principal amount number of Notes Units to be purchased on such Delivery Datepurchased. If the remaining Initial Purchasers or other initial purchasers satisfactory to the remaining non-defaulting Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount number of Notes Units which the defaulting Initial Purchasers Purchaser agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 5 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 1 I hereto who, pursuant to this Section 8, purchases Notes Units 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 purchasers Initial Purchasers are obligated or agree to purchase the Notes Units of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, that in the opinion of counsel to the Company or counsel to the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the "Remaining Notes") in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Remaining Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers Representatives who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Remaining Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Company or the Company Representatives may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Transaction Documents or in any other document or arrangement that, in the opinion of counsel to for the Company or counsel to Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the "Remaining Notes") in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the CompanyPurchaser or Finance, except that the Company Finance 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Finance for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Finance or the Company Representative may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Note Documents or in any other document or arrangement that, in the opinion of counsel to the Company for Finance or counsel to Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which that the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Closing Date in the respective proportions which the total aggregate principal amount of the Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery Closing Date if the total aggregate principal amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers Xxxxxx Brothers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all of the total aggregate principal amount of Notes to be purchased on such Delivery Closing Date. If the remaining Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers Xxxxxx Brothers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on such Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.Company

Defaulting Initial Purchasers. (a) If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations obligation to purchase Notes under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the “Remaining Notes”) in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Remaining Notes which the defaulting with 36 hours after any Initial Purchasers agreed but failed Purchaser defaults in its obligation to purchasepurchase Notes under this Agreement, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the CompanyIssuers, except that the Company Issuers 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryherein.

Defaulting Initial Purchasers. If, on (a) If any Delivery Date, one or more Initial Purchasers shall fail to purchase and pay for any of the Notes agreed to be purchased by such Initial Purchaser defaults hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated severally to purchase take up and pay for (in the respective proportions which the principal amount of Notes set forth opposite their names on Schedule I hereto bears to the aggregate principal amount of Notes set forth opposite the names of all the remaining Initial Purchasers) the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110exceed 10% of the aggregate principal amount at maturity of Notes which it agreed to purchase set forth on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceededSchedule I hereto, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the rightright to purchase all, but shall not be obligated, under any obligation to purchase on any, of the Notes, and if such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the non-defaulting Initial Purchasers do not elect to purchase on such Delivery Date all the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseNotes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall will terminate without liability on the part of to any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryIssuer.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the “Remaining Notes”) in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the CompanyIssuers, except that the Company Issuers 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuers for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Issuers or the Company Representative may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Notes, the Guarantees, the Indenture or the Transaction Documents or in any other document or arrangement that, in the opinion of counsel to for the Company Issuers or counsel to Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any the applicable Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers Purchaser shall be obligated to purchase the aggregate principal amount of Notes Firm Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 heretoDate; provided, however, that the remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase any Notes of the Firm Securities on such Delivery Date if the total aggregate principal amount of Notes Firm Securities which the defaulting Initial Purchasers Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes Firm Securities to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes Firm Securities which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, you shall have the remaining right, within 48 hours thereafter, to make arrangements with the non-defaulting Initial PurchasersPurchaser, or those other purchasers satisfactory to the non-defaulting Initial Purchasers Purchaser who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes Firm Securities to be purchased on such Delivery Date. If the The remaining Initial Purchasers or other purchasers satisfactory to Purchaser shall have the Initial Purchasers do option, but not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.the

Defaulting Initial Purchasers. (a) If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of the Notes (and the related Guarantees) which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Date, Closing Date and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2Closing Date. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, Purchasers or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery Closing Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which the that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Delivery the Closing Date (the "Remaining Notes") in the respective proportions which that the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 I hereto bears to the total aggregate principal amount number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery the Closing Date, and any remaining no non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which that it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other purchasers Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchaseRemaining Notes, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the CompanyPurchaser or Sunshine, except that the Company Sunshine 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 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchaseherein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Sunshine for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Sunshine or the Company Representative may postpone the Delivery Closing Date for up to seven five full business days in order to effect any changes in the Offering Memorandum Note Documents or in any other document or arrangement that, in the opinion of counsel to the Company for Sunshine or counsel to Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on any the Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount number of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such the Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such the Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total aggregate principal amount at maturity of the Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are maximum is exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers Representative who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such the Delivery Date. If the remaining Initial Purchasers or other purchasers underwriters satisfactory to the Initial Purchasers Representative do not elect to purchase on such the Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser and the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 4, 7 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 1 hereto who, pursuant to this Section 88(a), 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes Securities which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the total aggregate principal amount of Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes the Securities 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 shall not be obligated to purchase any Notes of the Securities on such Delivery the Closing Date if the total aggregate principal amount of Notes the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes the Securities to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes the Securities which it agreed to purchase on such Delivery the Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary.the

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers, or those other initial purchasers satisfactory to the Company and the remaining non-defaulting Initial Purchasers who so agree, shall have the right, but shall not be obligated obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of all of the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the remaining non-defaulting Initial Purchasers do not elect to purchase the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any of the non-defaulting Initial Purchasers and or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 9 and 1012 of this Agreement. 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 I hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall Any action taken hereunder will not relieve a defaulting Initial Purchaser from liability in respect of any liability default by it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryunder this Agreement.

Defaulting Initial Purchasers. If, on any Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes Debentures which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes Debentures set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes Debentures set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Notes Debentures on such Delivery Date if the total aggregate principal amount of Notes Debentures which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes Debentures to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes Debentures which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes Debentures to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes Debentures which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional NotesDebentures) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, except that the Company 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 1 hereto who, pursuant to this Section 8, 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 Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessary."

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non- defaulting Initial Purchaser, or those other initial purchasers satisfactory to the remaining non-defaulting Initial Purchasers Purchaser who so agree, shall have the right, but shall not be obligated obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of all of the Notes to be purchased on the Closing Date. If the remaining Initial Purchaser or other initial purchasers satisfactory to the remaining non-defaulting Initial Purchaser do not elect to purchase the aggregate principal amount of Notes which the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount 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 shall not be obligated to purchase any Notes on such Delivery Date if the total aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of Notes to be purchased on such Delivery Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which the defaulting Initial Purchasers agreed but failed to purchase, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-non- defaulting Initial Purchasers and Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 7 and 1012. 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 810, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall Any action taken hereunder will not relieve a defaulting Initial Purchaser from liability in respect of any liability default by it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryunder this Agreement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Offered Notes which the defaulting Initial Purchaser Purchasers agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which proportion to the respective total aggregate principal amount of Offered Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser Purchasers in Schedule 1 hereto bears to the total aggregate principal amount of Offered 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 shall not be obligated to purchase any of the Offered Notes on such Delivery the Closing Date if the total aggregate principal amount of the Offered Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910.0% of the total aggregate principal amount at maturity number of Offered Notes to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate total principal amount at maturity of Offered Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2Closing Date. 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 on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Offered Notes to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Offered Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on the Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 6 and 10. As used in this Agreement8 and, the term “Initial Purchaser” includesif applicable, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 8, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase11 hereof. 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 Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Company may postpone the Delivery 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 Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. If, on any Delivery the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which Securities that the defaulting Initial Purchaser agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the total aggregate principal amount of Notes the Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes the Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any Notes of the Securities on such Delivery the Closing Date if the total aggregate principal amount of Notes which the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910.0% of the total aggregate principal amount at maturity of Notes the Securities to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes which the Securities that it agreed to purchase on such Delivery the 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 the Initial Purchasers Representatives who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes Securities to be purchased on such Delivery the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on the Closing Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser, the CompanyIssuers or the Guarantors, except that the Company Issuers and Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 4 and 10Section 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 whothat, pursuant to this Section 89, purchases Notes which 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 Issuers or Guarantors for damages caused by its default. If other purchasers Initial Purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Representatives or the Company may postpone the Delivery 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 or the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. If, on any Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Notes which that the defaulting Initial Purchaser agreed but failed to purchase on such Delivery Date in the respective proportions which the total aggregate principal amount of the Firm Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of the Firm Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on such Delivery Date if the total aggregate principal amount of the Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of the Notes to be purchased on such Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of the Notes which that it agreed to purchase on such Delivery 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 the Initial Purchasers Representatives who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on such Delivery Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase on such Delivery Date the aggregate principal amount of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on such Delivery Date, this Agreement (or or, with respect to the Optional any Option Notes Delivery Date, the obligation of the Initial Purchasers to purchase purchase, and of the Optional Company to sell, the Option Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 4 7 and 1012. 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 whothat, pursuant to this Section 89, purchases Notes which 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 purchasers Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Representatives or the Company may postpone the Delivery 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 that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.

Defaulting Initial Purchasers. If, on any the Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the aggregate principal amount of Initial Notes which the defaulting Initial Purchaser agreed but failed to purchase on such the Delivery Date in the respective proportions which the total aggregate principal amount of Notes amounts set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule 1 hereto bears to the total aggregate principal amount of Notes amounts 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 shall not be obligated to purchase any of the Initial Notes on such the Delivery Date if the total aggregate principal amount of Initial Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount at maturity of the Initial Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of the Initial Notes which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 23 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers Representatives who so agree, shall have the right, but shall not be obligated, to purchase on such Delivery Datepurchase, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Initial Notes to be purchased on such the Delivery Date. If the remaining Initial Purchasers or other purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase on such Delivery Date the aggregate principal amount of Initial Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchasepurchase on the Delivery Date, this Agreement (or with respect to the Optional Delivery Date, the obligation of the Initial Purchasers to purchase the Optional Notes) shall terminate without liability on the part of any non-defaulting Initial Purchasers and the Company, Purchaser or any Sunoco Party except that the Company Sunoco Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 4 7 and 1012 hereof. 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 810, purchases Initial 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 Sunoco Parties for damages caused by its default. If other purchasers are obligated or agree to purchase the Initial Notes of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers Representatives or the Company Operating Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Operating Partnership or counsel for the Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangement that, in the opinion of counsel to the Company or counsel to the Initial Purchasers, may be necessaryarrangement.