Common use of Defaulting Initial Purchasers Clause in Contracts

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on 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 Notes Securities that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the such 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 109.09% of the total aggregate principal amount of Notes the Securities to be purchased on the such Closing Date, Date and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the principal amount of Notes the Securities that it agreed to purchase on the such Closing Date pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on such Closing Date. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the remaining Initial Purchasers do not elect to purchase the Remaining Notes, principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Section 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven (7) full business days Business Days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Time of Sale Information, the Final Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on 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 Notes Securities that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the Closing Date if the total principal amount of Notes which the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 1010.0% of the total principal amount of Notes the Securities to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110110.0% of the principal amount of Notes the Securities that it agreed to purchase on the Closing Date pursuant to this Agreementthe 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 and the Company Representatives who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase the Remaining NotesSecurities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser Purchaser, the Issuers or the CompanyGuarantors, except that the Company Issuers and Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Section 6. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 Representatives or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package or the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Company as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the CompanyGuarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 to the extent set forth herein. non-defaulting Initial Purchasers and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Companies on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Companies shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Companies that they have so arranged for the purchase of such Notes, or the Companies notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Companies may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel to the Companies or counsel to the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Circular or in any other document or arrangement, and the Companies and the Guarantors agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Circular that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Companies as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Companies shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Companies as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Companies shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Companies or the CompanyGuarantors, except that each of the Company Companies and the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Companies, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Master Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Master Issuer may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party hereto that, pursuant to this Section 10, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and any persons procured by the Master Issuer as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Notes, then the Master Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder) of the Offered Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Offered Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Offered Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and any persons procured by the Initial Purchasers do not elect to purchase Master Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Offered Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Notes, or if the Master Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Master Issuer, the Parent Companies, the Manager or the CompanyGuarantors, except that the Company Master Issuer, the Parent Companies, the Manager and the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 13 except with respect to a defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Wendy’s Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Issuer that they have so arranged for the purchase of such Notes, or the Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Issuer may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Issuer as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Issuer or the CompanyGuarantors, except that the Company Issuer and each of the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuer, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Company as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the CompanyGuarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on 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 109.09% of the total aggregate principal amount of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other purchasers Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative Representatives may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased on the Closing Date or the Option Closing Date, as the case may be, does not exceed one-eleventh of the aggregate principal amount of all the Notes to be purchased on such date, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder on such date plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder on such date) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date or the Option Closing Date, as the case may be, pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased on the Closing Date or other Initial Purchasers satisfactory the Option Closing Date, as the case may be, exceeds one-eleventh of the aggregate principal amount of all the Notes to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to the Option Closing Date, the obligation of the Initial Purchasers do not elect to purchase Additional Notes on the Remaining NotesOption Closing Date, this Agreement as the case may be, shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the CompanyGuarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the any Closing Date or Additional Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes Securities that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date (or Additional Closing Date, as the “Remaining Notes”) case may be, in the respective proportions that which the principal amount of the Notes Firm Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number aggregate principal amount of the Notes Firm Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the such Closing Date or Additional Closing Date, as the case may be, 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 109.09% of the total aggregate principal amount of Notes the Securities to be purchased on the such Closing Date or Additional Closing Date, as the case may be, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the principal amount of Notes the Securities that it agreed to purchase on the such Closing Date or Additional Closing Date, as the case may be, pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on such Closing Date or Additional Closing Date, as the case may be. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the remaining Initial Purchasers do not elect to purchase the Remaining Notesprincipal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date or Additional Closing Date, as the case may be, this Agreement (or, with respect to any Additional Closing Date, the obligation of the Initial Purchasers to purchase the Additional Securities) shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Section 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company or the Representative may postpone the Closing Date or Additional Closing Date, as the case may be, for up to five seven (7) full business days Business Days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Time of Sale Information, the Final Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, If any of the several Initial Purchasers shall fail or refuse to purchase the Notes that it or they have agreed to purchase hereunder on the Closing Date, any and the aggregate number of Notes which such defaulting Initial Purchaser defaults in or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the performance aggregate number of its obligations under this Agreementthe Notes to be purchased on such date, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I A hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretoA, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, party to any other party except that the provisions of Sections 6 and 8 hereof shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company will continue shall have the right to be liable postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the payment of expenses required changes, if any, to the extent set forth hereinFinal Offering Memorandum or any other documents or arrangements may be effected. Nothing contained As used in this Agreement Agreement, the term “Initial Purchaser” shall relieve be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 15. Any action taken under this Section 15 shall not relieve any defaulting Initial Purchaser from liability in respect 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 default of a defaulting or withdrawing such Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessaryPurchaser under this Agreement.

Defaulting Initial Purchasers. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased on the Closing Date or the Option Closing Date, as the case may be, does not exceed one-eleventh of the aggregate principal amount of all the Notes to be purchased on such date, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder on such date plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder on such date) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date or the Option Closing Date, as the case may be, pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased on the Closing Date or other Initial Purchasers satisfactory the Option Closing Date, as the case may be, exceeds one-eleventh of the aggregate principal amount of all the Notes to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to the Option Closing Date, the obligation of the Initial Purchasers do not elect to purchase Additional Notes on the Remaining NotesOption Closing Date, this Agreement as the case may be, shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I II hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I II hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are maximum is exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyIssuers, except that the Company Issuers will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, Company and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers, the Company, or the CompanyGuarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 4 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, any of the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyIssuers, except that the Company Issuers will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company 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, the Company Issuers or the Representative Representatives may postpone the Closing Date for up to five full business days in order to effect any changes in the Notes, the Guarantees or the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company Issuers or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing 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 that such which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing such Delivery Date (the “Remaining Notes”) in the respective proportions that which the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number aggregate principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing such 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 109.09% of the total aggregate principal amount at maturity of Notes to be purchased on the Closing such Delivery Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes that which it agreed to purchase on the Closing such Delivery Date pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchasepurchase on such Delivery Date, in such proportion as may be agreed upon among them, all the Remaining Notestotal aggregate principal amount of Notes to be purchased on such Delivery Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the Remaining Notesaggregate 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 Purchaser or Purchasers and the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin 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 in this Agreement 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 or the Representative may postpone the Closing Delivery Date for up to five seven full business days in order to effect any changes in the Transaction Documents Offering Memorandum or in any other document or arrangement that, in the opinion of counsel for to the Company or Counsel for counsel to the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Company as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the CompanyGuarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Section 6 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing 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 that such which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing such Delivery Date (the “Remaining Notes”) in the respective proportions that which the total aggregate principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number aggregate principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing such 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 109.09% of the total aggregate principal amount at maturity of Notes to be purchased on the Closing such Delivery Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes that which it agreed to purchase on the Closing such Delivery Date pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchasepurchase on such Delivery Date, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part total aggregate principal amount of any non-defaulting Initial Purchaser or the Company, except that the Company will continue Notes to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.purchased on such Delivery

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount number of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total amount number of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the amount number of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyInergy Parties, except that the Company Inergy Parties will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 11 and 12. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Inergy Parties 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 Company remaining Initial Purchasers or the Representative Issuers may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuers or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to may in their discretion arrange for the purchase the of such Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not elect to arrange for the purchase the Remaining of such Notes, this Agreement then the Company shall terminate without liability on be entitled to a further period of 36 hours within which to procure other persons satisfactory to the part of any non-defaulting Initial Purchaser Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the CompanyCompany notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, except that either the non-defaulting Initial Purchasers or the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Circular or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Circular that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; provided that the non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that they agreed to purchase on the Closing Date pursuant to the terms of Section 3. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Escrow Issuer, the Company or the Guarantors, except that the Escrow Issuer, the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Escrow Issuer, the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Company as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the CompanyGuarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

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

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that would have been purchased by such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, Company and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers, the Company or the CompanyGuarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 9 and 13 and except that the provisions of Sections 10 and 11 shall not terminate and shall remain in effect. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, 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. (b) Nothing contained in this Agreement 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 non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five 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, the Transaction Documents or in any other document or arrangement thatarrangement, in the opinion of counsel for and the Company agrees to file promptly any amendment or Counsel for supplement to the Initial Purchasers, may be necessaryOffering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall will be obligated to purchase the Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall will not be obligated to purchase any of the Notes on the Closing Date if the total amount number of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total amount of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall Purchasers will not be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other initial purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall will have the right, but will not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall will terminate without liability on the part of any non-defaulting Initial Purchaser Purchasers or the CompanyCompany or any of its Subsidiaries, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11 hereof. Nothing contained in this Agreement shall herein will 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, the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchaser may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to may in their discretion arrange for the purchase the of such Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not elect to arrange for the purchase the Remaining of such Notes, this Agreement then the Company shall terminate without liability on be entitled to a further period of 36 hours within which to procure other persons satisfactory to the part of any non-defaulting Initial Purchaser Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the CompanyCompany notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, except that either the non-defaulting Initial Purchasers or the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Circular or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Circular that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; provided that the non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that they agreed to purchase on the Closing Date pursuant to the terms of Section 3. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Companies on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Companies shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Companies that they have so arranged for the purchase of such Notes, or the Companies notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Companies may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel to the Companies or counsel to the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Companies and the Guarantors agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Companies as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Companies shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Companies as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Companies shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Companies or the CompanyGuarantors, except that each of the Company Companies and the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Companies, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Master Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Master Issuer may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and any persons procured by the Master Issuer as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Notes, then the Master Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder) of the Offered Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Offered Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Offered Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and any persons procured by the Initial Purchasers do not elect to purchase Master Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Offered Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Notes, or if the Master Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the Companypart of the Planet Fitness Parties, except that the Company Planet Fitness Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 13 except with respect to a defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Planet Fitness Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing Date, If any Initial Purchaser defaults or Initial Purchasers shall default in its or their obligation to take up and pay for the performance of its obligations under this AgreementNotes to be purchased by it or them hereunder, the non-defaulting Initial Purchasers shall be obligated take up and pay for (in addition to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of Notes they are obligated to purchase hereunder) the principal amount of Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears agreed to the total number of the Notes set opposite the names of be purchased by all the non-such defaulting Initial Purchasers in Schedule I heretoas hereinafter set forth; provided, however, that in the event that the principal amount of Notes which all Initial Purchasers so defaulting shall have agreed but failed to take up and pay for shall exceed 10% of the total principal amount of Notes, the non-defaulting Initial Purchasers shall have the right to purchase all, but shall not be obligated under any obligation to purchase any of the Notes, and if such non-defaulting Initial Purchasers do not purchase all the Notes, this Agreement will terminate without liability to any non-defaulting Initial Purchasers or the Issuer. If non-defaulting Initial Purchasers take up and pay for all Notes on the Closing Date if the total amount of agreed to be purchased by all such defaulting Initial Purchasers, such Notes which the shall be taken up and paid for by such non-defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on in such date exceeds 10% amount or amounts as Citigroup Global Markets Inc. may designate with the consent of each Initial Purchaser so designated or, in the total amount of event no such designation is made, such Notes to shall be purchased on the Closing Date, taken up and no paid for by all non-defaulting Initial Purchaser shall be obligated Purchasers pro rata in proportion to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on set opposite the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the names of such non-defaulting Initial PurchasersPurchasers herein. Without relieving any defaulting Initial Purchaser from its obligations hereunder, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If Issuer agrees with the non-defaulting Initial Purchasers or other that they will not sell any Notes hereunder unless all of the Initial Purchasers satisfactory to Purchasers’ Securities are purchased by the Initial Purchasers do not elect to purchase (or by substituted underwriters selected by Citigroup Global Markets Inc. with the Remaining Notes, this Agreement shall terminate without liability on approval of the part Issuer or selected by the Issuer with the approval of any non-Citigroup Global Markets Inc.). If a new initial purchaser or initial purchasers are substituted by the Initial Purchasers or by the Issuer for a defaulting Initial Purchaser or Initial Purchasers in accordance with the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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 Purchaserforegoing provisions, the Company Issuer or Citigroup Global Markets Inc. shall have the Representative may right to postpone the Closing Date for up to a period not exceeding five full business days in order to effect any that necessary changes in the Transaction Documents or in any Offering Memorandum and other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, documents may be necessaryeffected. The term Initial Purchaser as used in this Agreement shall refer to and include any initial purchaser substituted under this Section 6 with like effect as if such substituted initial purchaser had originally been named herein.

Defaulting Initial Purchasers. If, on 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 Notes that such Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number aggregate principal amount of the Notes Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on 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 109.09% of the total aggregate principal amount of Notes the Securities to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that the Securities which it agreed to purchase on the Closing Date pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notesaggregate principal amount of Securities to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesSecurities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany and the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 4 and 10. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 8, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 Representative or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Disclosure Package or the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to may in their discretion arrange for the purchase the of such Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not elect to arrange for the purchase the Remaining of such Notes, this Agreement then the Company shall terminate without liability on be entitled to a further period of 36 hours within which to procure other persons satisfactory to the part of any non-defaulting Initial Purchaser Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the CompanyCompany notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, except that either the non-defaulting Initial Purchasers or the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Circular or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Circular that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; provided that the non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that they agreed to purchase on the Closing Date pursuant to the terms of Section 3. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Escrow Issuer, the Company or the Guarantors, except that the Escrow Issuer, the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Escrow Issuer, the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, Company and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers, the Company or the CompanyGuarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 and except that the provisions of Sections 8 and 9 shall not terminate and shall remain in effect. As used in this Agreement, the term "Initial Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I V hereto bears to the total number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I V hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount number of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total amount number of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the amount number of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other purchasers Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number aggregate principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on 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 109.09% of the total amount number of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of Company and the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-non- defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or the Company, except that the Company and the Subsidiary Guarantor will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Company as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the Companypart of the Company Parties, except that each of the Company Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all Company and the non-defaulting Initial Purchasers in Schedule I hereto; providedPurchasers, howeverbut if no such arrangements are made within 36 hours after such default, that then, (i) if the principal amount of defaulted Securities does not exceed 10% of the principal amount of Securities to be purchased on such date, each of the non-defaulting Initial Purchasers shall be obligated, severally and not be obligated jointly, to purchase any the full amount thereof in the proportions that their respective obligations hereunder bear to the obligations of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the all non-defaulting Initial Purchasers, or those other purchasers satisfactory (ii) if the principal amount of defaulted Securities exceeds 10% of the principal amount of Securities to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in be purchased on such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesdate, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule I hereto who, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to make promptly any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, If on the Closing Date, or on an Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes Securities that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (or on an Option Closing Date, as the “Remaining Notes”) case may be, in the respective proportions that the principal amount of the Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number principal amount of the Notes Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the Closing Date or on an Option Closing Date, as the case may be, or if the total aggregate principal amount of Notes which Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total aggregate principal amount of Notes Securities to be purchased on the Closing Date or on an Option Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of as the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementcase may be. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on the Closing Date or on an Option Closing Date, as the case may be. If other Initial Purchasers are obligated or agree to purchase the Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company may postpone the Closing Date or an Option Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase: (a) the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Remaining NotesClosing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except ; or (b) the Additional Securities that the Company will continue defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on an Option Closing Date, the non-defaulting Initial Purchasers shall have, the option to either: (i) terminate their obligation hereunder to purchase the Additional Securities to be liable sold on such Option Closing Date without liability on the part of any non-defaulting Initial Purchaser or the Company; or (ii) purchase not less than the principal amount of Additional Securities that such non-defaulting Initial Purchaser would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the payment of expenses context requires otherwise, any party not listed in Schedule I hereto that, pursuant to the extent set forth hereinthis Section 10, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on 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 Notes that such which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total amount of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the amount of Notes that which it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company Representatives who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase the Remaining NotesNotes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Section 6. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other purchasers Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number amount of the Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the such Closing Date if the total amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the such Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the amount of Notes that which it agreed to purchase on the such Closing Date pursuant to this Agreementthe 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 and the Company Lehman Brothers who so agree, shall have the right, but shall not the obligationbe o▇▇▇▇▇▇ed, to purchase, in such proportion as may be agreed upon among them, all of the Remaining NotesNotes to be purchased on such Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers Lehman Brothers do not elect to purchase the Remaining NotesNotes which the defaultin▇ ▇▇▇▇ial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. Nothing contained As used 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 PurchaserAgreement, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.term "

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Master Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Master Issuer may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and any persons procured by the Master Issuer as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Notes, then the Master Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder) of the Offered Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Offered Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Offered Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and any persons procured by the Initial Purchasers do not elect to purchase Master Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Offered Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Notes, or if the Master Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the Companypart of the Planet Fitness Parties, except that the Company Planet Fitness Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 15 except with respect to a defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Planet Fitness Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on 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 Notes Securities that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the such 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 109.09% of the total aggregate principal amount of Notes the Securities to be purchased on the such Closing Date, Date and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the principal amount of Notes the Securities that it agreed to purchase on the such Closing Date pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on such Closing Date. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the remaining Initial Purchasers do not elect to purchase the Remaining Notes, principal amount of Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Section 10. Nothing contained As used 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 PurchaserAgreement, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.term

Defaulting Initial Purchasers. (a) If, on the Closing Date, any ----------------------------- Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of Company and the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-non- defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or the Company, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to may in their discretion arrange for the purchase the of such Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not elect to arrange for the purchase the Remaining of such Notes, this Agreement then the Company shall terminate without liability on be entitled to a further period of 36 hours within which to procure other persons satisfactory to the part of any non-defaulting Initial Purchaser Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the CompanyCompany notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, except that either the non-defaulting Initial Purchasers or the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Circular or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Circular that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; provided that the non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that they agreed to purchase on the Closing Date pursuant to the terms of Section 3. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.

Defaulting Initial Purchasers. If(a) If one or more Initial ----------------------------- Purchaser defaults in its obligation to purchase Units hereunder and the number of Units that such defaulting Initial Purchasers agreed but failed to purchase does not exceed 10% of the total number of Units, on CSI may make arrangements satisfactory to the Issuers for the purchase of such Units by other persons, including other Initial Purchasers, but if no such arrangements are made by the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes Units that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on purchase. If one or more Initial Purchasers so defaults and the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated Units with respect to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date default occurs exceeds 10% of the total amount number of Notes to be purchased on the Closing Date, Units and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers arrangements satisfactory to the Initial Purchasers CSI and the Company who so agree, shall have Issuers for the right, but purchase of such Units by other persons are not the obligation, to purchase, in made within 36 hours after such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesdefault, this Agreement shall terminate without liability on the part of any non-the non- defaulting Initial Purchaser Purchasers or the CompanyIssuers, except that the Company Issuers will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule I hereto that, ---------- pursuant to this Section 7, purchases Units which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuers or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Units of a defaulting or withdrawing Initial Purchaser, either the Company non-defaulting Initial Purchasers or the Representative Issuers may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuers or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Issuers agree to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, (a) If any Initial Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers may in their discretion arrange for them or another party or other parties to purchase such Securities on the terms contained herein. If within thirty- six hours after such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be obligated entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that the non-defaulting Initial Purchasers have so arranged for the purchase of such Securities, or the Company notifies the non-defaulting Initial Purchasers that they have so arranged for the purchase of such Securities, the non-defaulting Initial Purchasers or the Company shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Circular or in any other documents or arrangements, and the Company and the Guarantor agree to promptly prepare any amendments or supplements to the Offering Circular which in your opinion may thereby be made necessary. The term “Initial Purchaser” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchsers by the non-defaulting Initial Purchaser and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Securities to be purchased at the Closing Date, then the Company and the Guarantor shall have the right to require each non-defaulting Initial Purchaser to purchase the Notes that number of Securities which such Initial Purchaser agreed to purchase hereunder at the Closing Date and, in addition, to require each non-defaulting Initial Purchaser to purchase its pro rata share (based on the aggregate principal amount of Securities which such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers agreed for which such arrangements have not been made; but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-nothing herein shall relieve a defaulting Initial Purchaser in Schedule I hereto bears from liability for its default. (c) If, after giving effect to any arrangements for the total number purchase of the Notes set opposite the names Securities of all a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in Schedule I hereto; providedsubsection (a) above, howeverthe aggregate principal amount of such Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all of the Securities to be purchased at the Closing Date, that or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Initial Purchasers shall not be obligated to purchase any Securities of the Notes on the Closing Date if the total amount of Notes which the a defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, then this Agreement shall terminate thereupon terminate, without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany or the Guarantor, except that for the expenses to be borne by the Company will continue to be liable for and the payment of expenses to Guarantor and the extent set forth herein. Nothing contained Initial Purchasers as provided in this Agreement Section 12 hereof and the indemnity and contribution agreements in Section 9 and Section 10 hereof; but nothing herein shall relieve a defaulting Initial Purchaser of any from 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, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, If any of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, any and the aggregate number of Securities which such defaulting Initial Purchaser defaults in or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the performance aggregate number of its obligations under this Agreementthe Securities to be purchased on such date, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining NotesSecurities”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I A hereto bears to the total number of the Notes Securities set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretoA, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the Closing Date if the total amount of Notes Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes Securities to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesSecurities, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, party to any other party except that the provisions of Sections 6 and 8 hereof shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company will continue shall have the right to be liable postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the payment of expenses required changes, if any, to the extent set forth hereinFinal Offering Memorandum or any other documents or arrangements may be effected. Nothing contained As used in this Agreement Agreement, the term “Initial Purchaser” shall relieve be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 15. Any action taken under this Section 15 shall not relieve any defaulting Initial Purchaser from liability in respect 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 default of a defaulting or withdrawing such Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessaryPurchaser under this Agreement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Master Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Master Issuer may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and any persons procured by the Master Issuer as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Notes, then the Master Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder) of the Offered Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Offered Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Offered Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and any persons procured by the Initial Purchasers do not elect to purchase Master Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Offered Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Notes, or if the Master Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the Companypart of the ▇▇▇▇ in the Box Parties, except that the Company ▇▇▇▇ in the Box Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 13 except with respect to a defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company ▇▇▇▇ in the Box Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”"Unpurchased Securities") in by other persons satisfactory to the respective proportions that Issuer and the non-defaulting Initial Purchasers, but if no such arrangements are made within 48 hours after such default then (i) if the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number Unpurchased Securities does not exceed 10% of the Notes set opposite the names principal amount of all the non-defaulting Initial Purchasers in Schedule I hereto; providedSecurities to be purchased on such date, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any the full amount thereof, or (ii) if the principal amount of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date Unpurchased Securities exceeds 10% of the total amount of Notes Securities to be purchased on such date, the Closing Date, and no non-defaulting Initial Purchaser Issuer shall be obligated entitled to purchase more than 110% a further period of the amount of Notes that it agreed 48 hours within which to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, procure another party or those other purchasers parties reasonably satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase such Unpurchased Securities upon such terms herein set forth. If, however, the Remaining NotesIssuer shall not have completed such arrangements within 96 hours after such default and the principal amount of the Unpurchased Securities exceeds 10% of the principal amount of Securities to be purchased on such date, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers, Old SAC, the Issuer or the CompanyNote Guarantors, except that the Company Issuer and the Note Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuer or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the Company non-defaulting Initial Purchasers or the Representative Issuer may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuer or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Issuer agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. (a) If, on the Closing Date or the Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations to purchase the Securities that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Securities, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased on the Closing Date or the Option Closing Date, as the case may be, does not exceed one-eleventh of the aggregate principal amount of all the Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the Notes principal amount of Securities that such Initial Purchaser agreed to purchase hereunder on such date plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder on such date) of the Securities of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes Securities that it agreed to purchase on the Closing Date or the Option Closing Date, as the case may be, pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Securities of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased on the Closing Date or other Initial Purchasers satisfactory the Option Closing Date, as the case may be, exceeds one-eleventh of the aggregate principal amount of all the Securities to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to the Option Closing Date, the obligation of the Initial Purchasers do not elect to purchase Additional Notes on the Remaining NotesOption Closing Date, this Agreement as the case may be, shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser 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, the Company or the Representative Representatives may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any ----------------------------- Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of Company and the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-non- defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers, the CompanyCompany and the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 2 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Class A-2 Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchaser may in its discretion arrange for the purchase of such Class A-2 Notes by the non-defaulting Initial Purchaser or other persons satisfactory to the Co-Issuers on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers Purchaser does not arrange for the purchase of such Class A-2 Notes, then the Co-Issuers shall be obligated entitled to purchase a further period of 36 hours within which to procure other persons satisfactory to the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to purchase such Class A-2 Notes on such terms. In the total number of event that within the Notes set opposite the names of all respective prescribed periods, the non-defaulting Initial Purchasers in Schedule I hereto; providedPurchaser notifies the Co-Issuers that it has so arranged for the purchase of such Class A-2 Notes, however, that or the Co-Issuers notifies the non-defaulting Initial Purchasers shall not be obligated to Purchaser that it has so arranged for the purchase any of such Class A-2 Notes, either the Notes on the Closing Date if the total amount of Notes which the non-defaulting Initial Purchaser or the Co-Issuers may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Co-Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Co-Issuers agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Class A-2 Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase on such date exceeds 10% of the total Class A-2 Notes of a defaulting Initial Purchaser by the non-defaulting Initial Purchaser or another purchaser as provided in paragraph (a) above, the aggregate principal amount of such Class A-2 Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Class A-2 Notes, then the Co-Issuers shall have the right to be purchased require the non-defaulting Initial Purchaser to purchase the principal amount of Class A-2 Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the Closing Date, and principal amount of Class A-2 Notes that such Initial Purchaser agreed to purchase hereunder) of the Class A-2 Notes of such defaulting Initial Purchaser for which such arrangements have not been made; provided that no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Class A-2 Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the purchase of the Class A-2 Notes of a defaulting Initial Purchaser by the non-defaulting Initial PurchasersPurchaser or another purchaser as provided in paragraph (a) above, the aggregate principal amount of such Class A-2 Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Class A-2 Notes, or those other purchasers satisfactory to if the Initial Purchasers and Co-Issuers shall not exercise the Company who so agreeright described in paragraph (b) above, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchaser. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Co-Issuers, the Parent Companies, the Manager or the CompanyGuarantors, except that the Company Co-Issuers, the Parent Companies, the Manager and the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 12 except with respect to the extent set forth herein. defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Dine Brands Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any either Initial Purchaser defaults in the performance of its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchaser may in its discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchaser or other persons satisfactory to the Co-Issuers on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers Purchaser does not arrange for the purchase of such Offered Notes, then the Co-Issuers shall be obligated entitled to purchase a further period of 36 hours within which to procure other persons reasonably satisfactory to the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the such Offered Notes on such terms. In the Closing Date if event that within the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededrespective prescribed periods, the non-defaulting Initial PurchasersPurchaser notifies the Co-Issuers that they have so arranged for the purchase of such Offered Notes, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If Co-Issuers notify the non-defaulting Initial Purchasers Purchaser that they have so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchaser or other Initial Purchasers satisfactory the Co-Issuers may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Co-Issuers or counsel for the Initial Purchasers do may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Co-Issuers agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not elect listed in Schedule I hereto that, pursuant to this Section 10, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser by the non-defaulting Initial Purchaser and any persons procured by the Co-Issuers as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased does not exceed one-eighth of the aggregate principal amount of all the Offered Notes, then the Co-Issuers shall have the right to require the non-defaulting Initial Purchaser to purchase the Remaining principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder plus the principal amount of Offered Notes that the defaulting Initial Purchaser agreed to purchase hereunder for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser by the non-defaulting Initial Purchaser and any persons procured by the Co-Issuers as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased exceeds one-eighth of the aggregate principal amount of all the Offered Notes, or if the Co-Issuers shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchaser. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the Companypart of the Domino’s Parties, except that the Company Domino’s Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 13 except with respect to a defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Domino’s Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions for which such arrangements have not been made; provided that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-non- defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Company as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the CompanyGuarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on 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 Notes that such which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I A hereto bears to the total number amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I A hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total principal amount of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the amount of Notes that which it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the remaining Initial Purchasers do not elect to purchase the Remaining NotesNotes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyIssuer, except that the Company Issuer will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 11. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto who, pursuant to this Section 9, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuer 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, the Company either Lehm▇▇ ▇▇▇thers Inc. or the Representative Issuer may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuer or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Co-Issuers on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Co-Issuers shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Co-Issuers that they have so arranged for the purchase of such Notes, or the Co-Issuers notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Co-Issuers may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Co-Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Co-Issuers agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Co-Issuers as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Co-Issuers shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Co-Issuers as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Co-Issuers shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Co-Issuers, the Parent Companies, the Manager or the CompanyGuarantors, except that the Company Co-Issuers, the Parent Companies, the Manager and the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 12 except with respect to the extent set forth herein. defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company DineEquity Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, Issuers and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or the CompanyIssuers, except that the Company Issuers will continue to be liable for the payment of expenses to the extent set forth hereinin Section 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuers or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the Company non-defaulting Initial Purchasers or the Representative Issuers may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuers or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Issuers agree to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. (a) If, on 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 principal amount of the Notes that such (and the related Guarantees) which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto 1 bears to the total number aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the such Closing Date if the total principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% one-eleventh of the total aggregate principal amount of Notes to be purchased on the such Closing Date, Date and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the principal amount of Notes that which it agreed to purchase on the such Closing Date pursuant to this AgreementDate. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, Purchasers or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If Notes to be purchased on such Closing Date. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to as provided in subsection (a) above, the Initial Purchasers do not elect to purchase aggregate principal amount of such Notes which remain unpurchased exceeds one-eleventh of the Remaining aggregate principal amount of all the Notes, then this Agreement shall thereupon terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyIssuers, except that for the Company will continue expenses to be liable for borne by the payment of expenses to Issuers as provided in Section 8 and 12 and the extent set forth herein. Nothing contained indemnity and contribution agreement in this Agreement Sections 9 and 10, but nothing herein shall relieve a defaulting Initial Purchaser of any from 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 Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.non-

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes of the relevant series that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes of such series set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes of such series set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes of such series on the Closing Date if the total amount of Notes of such series which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes of such series to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes of such series that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, right but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative any non-defaulting Initial Purchaser may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing Date, (a) If any Initial Purchaser defaults shall default in its obligation to purchase the performance of its obligations under this AgreementSecurities which it has agreed to purchase hereunder on any Closing Date, the non-defaulting Initial Purchasers shall be obligated may in their discretion arrange for them or another party or other parties to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase Securities on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each nonterms contained herein. If within thirty-defaulting six hours after such default by any Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all Purchaser, the non-defaulting Initial Purchasers in Schedule I hereto; provideddo not arrange for the purchase of such Securities, howeverthen the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that the non-defaulting Initial Purchasers shall not be obligated to have so arranged for the purchase any of such Securities, or the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, Company notifies the non-defaulting Initial PurchasersPurchasers that they have so arranged for the purchase of such Securities, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or the Company shall have the right to postpone any Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Memorandum or in any other Initial Purchasers satisfactory documents or arrangements, and the Company and the Guarantor agree to promptly prepare any amendments or supplements to the Offering Memorandum which in your opinion may thereby be made necessary. The term “Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained Purchaser” as used in this Agreement shall relieve include any person substituted under this Section with like effect as if such person had originally been a defaulting Initial Purchaser of any liability it may have party to the Company for damages caused by its default. If other purchasers are obligated or agree this Agreement with respect to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessarysuch Securities.

Defaulting Initial Purchasers. If, If on the Closing Date, or on an Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes Securities that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (or the “Remaining Notes”) Option Closing Date, as the case may be, in the respective proportions that the principal amount of the Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number principal amount of the Notes Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the Closing Date or the Option Closing Date, as the case may be, if the total aggregate principal amount of Notes which Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total aggregate principal amount of Notes Securities to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase or on the Option Closing Date pursuant to this AgreementDate, as the case may be. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on the Closing Date, or on the Option Closing Date, as the case may be. If other Initial Purchasers are obligated or agree to purchase the Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesSecurities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company. As used in this Agreement, except the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Securities that the Company will continue a defaulting Initial Purchaser agreed but failed to be liable for the payment of expenses to the extent set forth hereinpurchase. Nothing contained in this Agreement 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, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number principal amount of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total principal amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set forth opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set forth opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative Wachovia may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Operative Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Master Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Master Issuer may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Master Issuer as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Notes, then the Master Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder) of the Offered Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Offered Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Offered Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Master Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Offered Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Notes, or if the Master Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Master Issuer, the Parent Companies, the Manager or the CompanyGuarantors, except that the Company Master Issuer, the Parent Companies, the Manager and the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 12 except with respect to the extent set forth herein. defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Wendy’s Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the aggregate principal amount of the Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided$400,000,000, however, PROVIDED that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the Closing Date if 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 10% of the total aggregate principal amount of Notes Securities to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that Securities which it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 2. If either of the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other additional initial purchasers satisfactory to the Initial Purchasers and the Company JPMorgan who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers JPMorgan do not elect to purchase the Remaining NotesSecurities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers, the Company or the CompanyGuarantor, except that the Company and the Guarantor will continue to be liable for the payment of expenses to the non-defaulting Initial Purchasers to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantor or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, If on the First Closing Date or any Option Closing Date, as the case may be, any Initial Purchaser defaults in shall fail to purchase and pay for the performance portion of its obligations under this Agreementthe Securities which such Initial Purchaser has agreed to purchase and pay for on such date (other than by reason of any default on the part of the Trust, the non-defaulting Shareholder or the Shareholder Parent), the Representatives shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Initial Purchasers shall be obligated Purchasers, or any others, to purchase from the Notes that Trust such defaulting Initial Purchaser or Initial Purchasers amounts as may be agreed but failed to purchase on upon and upon the Closing Date (terms set forth herein, the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase. If during such 36 hours, the Representatives shall not have procured such other Initial Purchasers, or any others, to purchase the Securities agreed to be purchased by the defaulting Initial Purchaser or Initial Purchasers, then (a) if the aggregate number of Securities with respect to which such default shall occur does not exceed 10% of the Securities to be purchased on the First Closing Date or the Option Closing Date, as the case may be, the other Initial Purchasers shall be obligated, severally, in proportion to the respective numbers of Securities which they are obligated to purchase hereunder, to purchase the Shares which such date defaulting Initial Purchaser or Initial Purchasers failed to purchase, or (b) if the aggregate number of Securities with respect to which such default shall occur exceeds 10% of the total amount of Notes Securities to be purchased on the First Closing Date or the Option Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of as the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededcase may be, the non-defaulting Initial Purchasers, Shareholder or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall Representatives will have the right, but not by written notice given within the obligationnext 36-hour period to the parties to this Agreement, to purchase, in such proportion as may be agreed upon among them, all terminate this Agreement without liability on the Remaining Notes. If part of the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory the Trust, the Shareholder or Shareholder Parent, except to the Initial Purchasers do not elect to purchase extent provided in Section 6 hereof. In the Remaining Notes, this Agreement shall terminate without liability on the part event of a default by any non-defaulting Initial Purchaser or Initial Purchasers, as set forth in this Section 14, the CompanyFirst Closing Date or any Option Closing Date, except as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any required changes in the Transaction Documents Pricing Disclosure Package or in the Final Circular or in any other document documents or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, arrangements may be necessary.effected. The term “Initial Purchaser” includes any person substituted for a defaulting Initial Purchaser. Any action taken under this Section 14 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement

Defaulting Initial Purchasers. (a) If, on the Closing Date or the Option Closing Date, as the case may be, either of the Initial Purchasers shall fail or refuse to purchase Securities that it has agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchaser shall be obligated to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that either Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Initial Purchaser. (b) If, on the Closing Date, any either Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated fail or refuse to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers Firm Securities which it has agreed but failed to purchase hereunder on such date and the Closing Date (the “Remaining Notes”) in the respective proportions that the aggregate principal amount of the Notes set opposite the name of each nonSecurities with respect to which such default occurs is more than one-defaulting Initial Purchaser in Schedule I hereto bears to the total number tenth of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total aggregate principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes Firm Securities to be purchased on the Closing Datesuch date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers arrangements satisfactory to the Initial Purchasers you and the Company who so agree, shall have for the right, but purchase of such Firm Securities are not the obligation, to purchase, in made within 36 hours after such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesdefault, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or of the Company, except that . In any such case either you or the Company will continue shall have the right to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date Date, but in no event for up to five full business days longer than seven days, in order to effect any changes that the required changes, if any, in the Transaction Documents Offering Memorandum or in any other document documents or arrangement thatarrangements may be effected. If, on the Option Closing Date, either Initial Purchaser shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Option Securities to be purchased, the non-defaulting Initial Purchaser shall have the option to (a) terminate its obligation hereunder to purchase Option Securities or (b) purchase not less than the principal amount of Option Securities that such non-defaulting Initial Purchaser would have been obligated to purchase in the opinion absence of counsel for the Company or Counsel for the such default. Any action taken under this paragraph 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 the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall will be obligated to purchase the Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall will not be obligated to purchase any of the Notes on the Closing Date if the total amount number of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total amount of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall Purchasers will not be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other initial purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall will have the right, but will not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall will terminate without liability on the part of any non-defaulting Initial Purchaser Purchasers or the CompanyCompany or any of its Subsidiaries, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11 hereof. Nothing contained in this Agreement shall herein will 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, the Company or the Representative may postpone the Closing Date for up to five seven full business days Business Days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on 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 Notes that such which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I A hereto bears to the total number amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I A hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total principal amount of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the amount of Notes that which it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the remaining Initial Purchasers do not elect to purchase the Remaining NotesNotes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyIssuer, except that the Company Issuer will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 11. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto who, pursuant to this Section 9, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuer 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, the Company either Lehman Brothers Inc. or the Representative Issuer may postpone the Closing Date for up to five ▇▇ ▇▇ seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuer or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on 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 Notes Preference Shares that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes Preference Shares set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes Preference Shares set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Preference Shares on 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 109.09% of the total aggregate principal amount of Notes Preference Shares to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes Preference Shares that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesPreference Shares to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesPreference Shares that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Preference Shares that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, Company and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 48 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount number of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total amount number of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the amount number of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyInergy Parties, except that the Company Inergy Parties will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 11 and 12. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Inergy Parties 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 Company remaining Initial Purchasers or the Representative Issuers may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuers or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “"Remaining Notes”") in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyFinance, except that the Company Finance will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Company 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, the Company Finance or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Note Documents or in any other document or arrangement that, in the opinion of counsel for the Company Finance or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the amount of Securities set forth opposite their respective names in the Purchase Agreement bears to the aggregate amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting or Initial Purchasers shall be obligated fail or refuse to purchase Securities and the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal aggregate amount of the Notes set opposite the name of each nonSecurities with respect to which such default occurs is more than one-defaulting Initial Purchaser in Schedule I hereto bears to the total number tenth of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total aggregate amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes Securities to be purchased on the Closing Datesuch date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers arrangements satisfactory to the Initial Purchasers Representatives and the Company who so agree, shall have for the right, but purchase of such Securities are not the obligation, to purchase, in made within 36 hours after such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesdefault, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative may Guarantor. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date Date, but in no event for up to five full business days longer than seven days, in order to effect any changes that the required changes, if any, in the Transaction Documents Offering Memorandum or in any other document documents or arrangement that, arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in the opinion respect of counsel for the Company or Counsel for any default of such Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Initial Purchasers, may or any of them, because of any failure or refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be necessaryunable to perform its obligations under this Agreement, the Company and the Guarantor will reimburse the Initial Purchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement or the offering contemplated hereunder.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number amount of the Notes set forth opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the such Closing Date if the total amount of the Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the such Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the amount of Notes that which it agreed to purchase on the such Closing Date pursuant to this Agreementthe 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 and the Company Representatives who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all of the Remaining NotesNotes to be purchased on such Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase the Remaining NotesNotes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases the Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the Representatives or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package and the Final Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Issuers on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Issuers shall be obligated entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Issuers that they have so arranged for the purchase of such Notes, or the Issuers notify the non-defaulting Initial Purchasers that they have so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Issuers may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Issuers or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Issuers agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Issuers as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Issuers shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and the Initial Purchasers do not elect to purchase Issuers as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Issuers shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the Companypart of the BreitBurn Parties, except that the Company BreitBurn Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Section 6. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company BreitBurn Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “"Remaining Notes”") in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number principal amount of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total principal amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total principal amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative Representatives may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on 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 Notes that such Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number aggregate principal amount of the Notes Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on 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 109.09% of the total aggregate principal amount at maturity of Notes the Securities to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes that the Securities which it agreed to purchase on the Closing Date pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notesaggregate principal amount of Securities to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesshares which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin 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 Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 Lehman Brothers, Goldman Sachs or the Company or the Representative may postpone the Closing Date ▇▇▇▇ for up to five full business s▇▇▇▇ ▇▇l▇ ▇▇▇iness days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of Company and the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-non- defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers, the Company or the CompanyHoldings, except that the Company and Holdings will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or Holdings or any non- defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no remaining non-defaulting Initial Purchaser shall be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that the number of Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule C hereto bears to the total number of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule C hereto; provided, however, that the remaining non-defaulting Initial Purchaser shall not be obligated to purchase any of the Securities on the Closing Date if the total number of Securities that the defaulting Initial Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total number of Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the amount number of Notes Securities that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial PurchasersPurchaser, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers Purchaser or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesSecurities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth herein. in Sections 6 and 11. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other purchasers Initial Purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchaser or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on by other persons satisfactory to the Closing Date (Company and the “Remaining Notes”) in non-defaulting Initial Purchasers. If, after giving effect to any arrangements for the respective proportions that purchase of the Securities of a defaulting Initial Purchaser by the Initial Purchasers as described above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-tenth of the Notes set opposite aggregate principal amount of all the name of Securities, then the Issuers shall have the right to require each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total principal amount of Notes Securities which the defaulting such Initial Purchaser or Initial Purchasers agreed but failed to purchase on hereunder and, in addition, to require each such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of its pro rata share (based on the principal amount of Notes that it Securities which such Initial Purchaser agreed to purchase on hereunder) of the Closing Date pursuant to this AgreementSecurities of such defaulting Initial Purchaser or Purchasers for which such arrangements have not been made. If after giving effect to any arrangements for the foregoing maximums are exceeded, purchase of the non-Securities of a defaulting Initial Purchasers, or those other purchasers satisfactory to Purchaser by the Issuers and the Initial Purchasers and the Company who so agree, shall have aggregate principal amount of Securities which remains unpurchased exceeds one-tenth of the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, aggregate principal amount of all the Remaining Notes. If Securities or if the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory Issuers do not exercise their right to require the Initial Purchasers do not elect to purchase the Remaining Notesadditional Securities as described above or if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuers or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Master Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Master Issuer that they have so arranged for the purchase of such Notes, or the Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Master Issuer may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and any persons procured by the Master Issuer as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Master Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and any persons procured by the Initial Purchasers do not elect to purchase Master Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the Master Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the Companypart of the Dunkin’ Brands Parties, except that the Company Dunkin’ Brands Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 13 except with respect to a defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Dunkin’ Brands Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Master Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Master Issuer may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any 40 party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and any persons procured by the Master Issuer as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Notes, then the Master Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder) of the Offered Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Offered Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Offered Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and any persons procured by the Initial Purchasers do not elect to purchase Master Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Offered Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Notes, or if the Master Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the Companypart of the EWC Parties, except that the Company EWC Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 14 except with respect to a defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company EWC Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, on 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 Notes that such Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that which the principal amount of the Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number aggregate principal amount of the Notes Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on 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 109.09% of the total aggregate principal amount of Notes the Securities to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that the Securities which it agreed to purchase on the Closing Date pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but 27 shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notesaggregate principal amount of Securities to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesshares which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany and the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin 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 Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement 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 ▇▇▇▇▇▇ Brothers Inc. or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Datedate hereof, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase on the Notes that terms contained herein of the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, Company and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, but if no such arrangements are made within 36 hours after such default, the Issuers shall be entitled to a further period of thirty-six hours within which to procure another party or those other purchasers parties reasonably satisfactory to the other Initial Purchasers and to purchase such Securities on such terms. In the Company who event that, within the respective prescribed periods, the Initial Purchasers notify the Issuers that they have so agreearranged for the purchase of such Securities, or the Issuers notify the Initial Purchasers that they have so arranged for the purchase of such Securities, the Initial Purchasers or the Issuers shall have the right, but right to postpone the Closing for a period of not the obligation, more than seven days in order to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory effect any changes to the Initial Purchasers do Offering Memorandum and any other documents in connection with the purchase that may thereby be made necessary. In the event that a substitute purchase is not elect to purchase the Remaining Notesso arranged, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or the CompanyIssuers, except that the Company Issuers and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuers or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the Company non-defaulting Initial Purchasers or the Representative Issuers may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company Issuers or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Issuers agree to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount number of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total amount number of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the amount number of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. Nothing contained in this Agreement 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 Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in one or more of the performance of its obligations under this Agreement, the non-defaulting several 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 Notes that aggregate principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on does not exceed 10% of the Closing Date (the “Remaining Notes”) in the respective proportions that the aggregate principal amount of the Notes Securities to be purchased on the Closing Date, the other Initial Purchasers shall be obligated, severally, in the proportions that the aggregate principal amount of Securities set forth opposite the name of each non-defaulting Initial Purchaser in their respective names on Schedule I hereto A-1 bears to the total number aggregate principal amount of the Notes Securities set forth opposite the names of all such nondefaulting Initial Purchasers, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Initial Purchasers in Schedule I hereto; providedPurchasers, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes Securities which the such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date date. If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the total aggregate principal amount of Notes Securities to be purchased on the Closing Datesuch date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers arrangements satisfactory to the Initial Purchasers Representative and the Company who so agree, shall have for the right, but purchase of such Securities are not the obligation, to purchase, in made within 48 hours after such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesdefault, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, party to any other party except that the provisions of Sections 6 and 8 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company will continue shall have the right to be liable postpone the Closing Date but in no event for longer than seven days in order that the payment of expenses required changes, if any, to the extent set forth hereinOffering Memorandum or any other documents or arrangements may be effected. Nothing contained As used in this Agreement Agreement, the term “Initial Purchaser” shall relieve be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16. Any action taken under this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect 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 default of a defaulting or withdrawing such Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessaryPurchaser under this Agreement.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount number of Notes which that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total amount number of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the amount number of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other purchasers Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no remaining non-defaulting Initial Purchaser shall be obligated to purchase the Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that the number of Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule C hereto bears to the total number of Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule C hereto; provided, however, that the remaining non-defaulting Initial Purchaser shall not be obligated to purchase any of the Securities on the Closing Date if the total number of Securities that the defaulting Initial Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total number of Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the amount number of Notes Securities that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial PurchasersPurchaser, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers Purchaser or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesSecurities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth herein. in Sections 6 and 12. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other purchasers Initial Purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchaser or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated fail or refuse to purchase the Notes that it has agreed to purchase under this Agreement, and the aggregate principal amount of Notes which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Notes to be purchased on such date, the Closing Date (the “Remaining Notes”) other Initial Purchasers shall be obligated severally in the respective proportions that the principal amount of the Notes set forth opposite the name of each non-defaulting Initial Purchaser their respective names in Schedule I hereto bears to the total number aggregate principal amount of the Notes set forth opposite the names of all the non-such non defaulting Initial Purchasers, or in such other proportions as you may specify, to purchase the Notes which such defaulting Initial Purchaser or Initial Purchasers in Schedule I heretoagreed but failed or refused to purchase on such date; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any more than one ninth of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If If, on the foregoing maximums are exceededClosing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Notes with respect to which such default occurs is more than one tenth of the aggregate principal amount of Notes to be purchased on such date, the remaining non-defaulting Initial Purchasers, or those other purchasers satisfactory to Purchasers may in their discretion arrange for the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in purchase of such proportion as may be agreed upon among them, all the Remaining Notes. If Notes by the non-defaulting Initial Purchasers or other Initial Purchasers persons satisfactory to the Companies on the terms contained in this Agreement. In the event that within 36 hours, the non-defaulting Initial Purchasers do notify the Companies that they have so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Companies may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Companies or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Companies agree to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not elect listed in Schedule I hereto that, pursuant to this Section 10, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Companies as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Companies shall have the right to require each non-defaulting Initial Purchaser to purchase the Remaining principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; provided that the non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that they agreed to purchase on the Closing Date pursuant to the terms of Section 3. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Companies as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Companies or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Guarantors. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Companies, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, Company and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 24 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers, the CompanyCompany and the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 2 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, on the Closing 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 Notes that such aggregate principal amount of Debentures which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing such Delivery Date (the “Remaining Notes”) in the respective proportions that which the total aggregate principal amount of the Notes Debentures set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total number aggregate principal amount of the Notes Debentures set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Debentures on the Closing such Delivery Date if the total aggregate principal amount of Notes Debentures which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount at maturity of Notes Debentures to be purchased on the Closing such Delivery Date, and no any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount at maturity of Notes that Debentures which it agreed to purchase on the Closing such Delivery Date pursuant to this Agreementthe 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 and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchasepurchase on such Delivery Date, in such proportion as may be agreed upon among them, all the Remaining Notestotal aggregate principal amount of Debentures to be purchased on such Delivery Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the Remaining Notesaggregate principal amount of 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 Debentures) shall terminate without liability on the part of any non-defaulting Initial Purchaser or Purchasers and the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 4 and 10. Nothing contained As used 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 PurchaserAgreement, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.term "

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations to purchase the Offered Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Offered Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Master Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Offered Notes, then the Master Issuer shall be obligated entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Initial Purchasers to purchase such Offered Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Master Issuer that they have so arranged for the purchase of such Offered Notes, or the Master Issuer notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Offered Notes, either the non-defaulting Initial Purchasers or the Master Issuer may postpone the Closing Date for up to seven full Business Days in order to effect any changes that in the opinion of counsel for the Master Issuer or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Final Offering Memorandum or in any other document or arrangement, and the Master Issuer agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Final Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Offered Notes that a defaulting Initial Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and any persons procured by the Master Issuer as provided in paragraph (a) above, the aggregate principal amount of such Offered Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Notes, then the Master Issuer shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Offered Notes that such Initial Purchaser agreed to purchase hereunder) of the Offered Notes of such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I heretofor which such arrangements have not been made; provided, however, provided that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Offered Notes that it they agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceededterms of Section 3. (c) If, after giving effect to any arrangements for the non-purchase of the Offered Notes of a defaulting Initial Purchasers, Purchaser or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If by the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to and any persons procured by the Initial Purchasers do not elect to purchase Master Issuer as provided in paragraph (a) above, the Remaining aggregate principal amount of such Offered Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Offered Notes, or if the Master Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the Companypart of the Planet Fitness Parties, except that the Company Planet Fitness Parties will continue to be liable for the payment of expenses to the extent as set forth herein. in Sections 6 and 14 except with respect to a defaulting Initial Purchaser and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Planet Fitness Parties or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to Purchaser may make arrangements for the purchase of the Notes that Securities, which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears purchase, by other persons satisfactory to the total number of the Notes set opposite the names of all Company and the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the rightPurchaser, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 and except that the provisions of Sections 9, 10, 14 and 16 shall not terminate and shall remain in effect. As used in this Agreement, the term "Initial Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers are obligated or persons agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the reasonable opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to reasonably promptly prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. If, on 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 Notes that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount number of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on 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 109.09% of the total aggregate principal amount of Notes to be purchased on the Closing Date, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesNotes to be purchased on the Closing Date. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining NotesNotes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the CompanyCompany or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 6 and 11. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any Guarantor for damages caused by its default. If other purchasers Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to may make arrangements for the purchase of the Notes that Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “Remaining Notes”) in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears by other persons satisfactory to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, Company and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but not the obligation, to purchase, in if no such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notesarrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or the Company, except that the Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth hereinin Sections 8 and 12 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 Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained in this Agreement herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other purchasers persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchasers or the Company or the Representative may postpone the Closing Date for up to five seven full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, that in the opinion of counsel for the Company or Counsel counsel for the Initial Purchasers, Purchasers may be necessarynecessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Offering Memorandum necessary to effect any such changes.

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers shall be obligated to purchase the Notes that such defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (the “"Remaining Notes”") in the respective proportions that the principal amount of the Notes set opposite the name of each non-defaulting Initial Purchaser in Schedule I hereto bears to the total number of the Notes set opposite the names of all the non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the non-defaulting Initial Purchasers shall not be obligated to purchase any of the Remaining Notes on the Closing Date if the total amount of Notes which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10% of the total amount of Notes to be purchased on the Closing Date, and no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the amount of Notes that it agreed to purchase on the Closing Date pursuant to this Agreement. If the foregoing maximums are exceeded, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the Initial Purchasers and the Company Representatives who so agree, shall have the right, but not the obligation, to purchase, in such proportion as may be agreed upon among them, all the Remaining Notes. If the non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase the Remaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth herein. Nothing contained in this 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, the Company or the Representative Representatives may postpone the Closing Date for up to five full business days in order to effect any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Company or Counsel for the Initial Purchasers, may be necessary.

Defaulting Initial Purchasers. If, If on the Closing Date, or on an Option Closing Date, as the case may be, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes Securities that such the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date (or the “Remaining Notes”) Option Closing Date, as the case may be, in the respective proportions that the principal amount of the Notes Securities set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total number principal amount of the Notes Securities set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes Securities on the Closing Date or the Option Closing Date, as the case may be, if the total aggregate principal amount of Notes which Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of Notes Securities to be purchased on the Closing Date, or on the Option Closing Date, as the case may be, and no any remaining non-defaulting Initial Purchaser Purchasers shall not be obligated to purchase more than 110% of the aggregate principal amount of Notes Securities that it agreed to purchase on the Closing Date Date, or on the Option Closing Date, as the case may be, pursuant to this Agreementthe terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other purchasers Initial Purchasers satisfactory to the Initial Purchasers and the Company who so agree, shall have the right, but shall not the obligationbe obligated, to purchase, in such proportion as may be agreed upon among them, all the Remaining NotesSecurities to be purchased on the Closing Date, or on the Option Closing Date, as the case may be. If other Initial Purchasers are obligated or agree to purchase the Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement. If the non-defaulting remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase: (a) the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Remaining NotesClosing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Company, except ; or (b) the Additional Securities that the Company will continue defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Option Closing Date, the non-defaulting Initial Purchasers shall have, the option to either: (i) terminate their obligation hereunder to purchase the Additional Securities to be liable sold on such Option Closing Date; or (ii) purchase not less than the principal amount of Additional Securities that such non-defaulting Initial Purchaser would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the payment of expenses context requires otherwise, any party not listed in Schedule I hereto that, pursuant to the extent set forth hereinthis Section 10, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained in this Agreement herein shall relieve relieve: (a) 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, (b) the Company or the Representative may postpone the Closing Date for up to five full business days in order to effect of any changes in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel liability for the Company or Counsel for payment of expenses to the Initial Purchasers, may be necessaryextent set forth in Sections 7 and 12.