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 remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that the principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers 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 number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Company or the Issuers Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

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 the defaulting Initial Purchaser agreed but failed to purchase on the such Closing Date 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 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 number amount of the Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the such Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that which it agreed to purchase on the such Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers Lehman Brothers who so agree, shall have the right, but shall not be obligatedoxxxxxxed, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on the such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers Lehman Brothers do not elect to purchase the Notes that which the defaulting Initial defaultinx Xxxxial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 6 and 1211. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to As used in this Agreement, the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.term "

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 which the defaulting Initial Purchaser agreed but failed to purchase on the Closing such Delivery Date 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 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 number aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount at maturity of Notes to be purchased on the Closing such Delivery Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount at maturity of Notes that which it agreed to purchase on the Closing such Delivery Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchasepurchase on such Delivery Date, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.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 the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 principal amount 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 number aggregate principal amount of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.of

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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesIssuers, except that the Inergy Parties Issuers will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Issuers for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Issuers or the Issuers Representatives may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Notes, the Guarantees or the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations obligation to purchase Notes under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes that the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes that the defaulting with 36 hours after any Initial Purchaser or Initial Purchasers agreed but failed defaults in its obligation to purchase on the Closing DateNotes under this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesIssuers, except that the Inergy Parties Issuers will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementherein.

Defaulting Initial Purchasers. If, on the Closing applicable Delivery Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers Purchaser shall be obligated to purchase the Notes that principal amount of Firm Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I heretosuch Delivery Date; provided, however, that the remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase any of the Notes Firm Securities on the Closing such Delivery Date if the total number aggregate principal amount of Notes that Firm Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount of Notes Firm Securities to be purchased on the Closing such Delivery Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount of Notes that Firm Securities which it agreed to purchase on the Closing such Delivery Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, you shall have the right, but shall not be obligatedwithin 48 hours thereafter, to make arrangements with the non-defaulting Initial Purchaser, or those other purchasers satisfactory to the non-defaulting Initial Purchaser who so agree, to purchase, in such proportion as may be agreed upon among them, all the Notes aggregate principal amount of Firm Securities to be purchased on the Closing such Delivery Date. If the The remaining Initial Purchasers or other Initial Purchasers satisfactory to Purchaser shall have the Initial Purchasers do option, but not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.the

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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are maximum is exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesIssuers, except that the Inergy Parties Issuers will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementherein.

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 aggregate principal amount of Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that which the total aggregate 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 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 number aggregate principal amount of Notes that Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount of Notes Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount of Notes that Securities which it agreed to purchase on the Closing Date pursuant to the terms of Section 43. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchasepurchase on the Closing Date, in such proportion as may be agreed upon among them, all the Notes total aggregate principal amount of Securities to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase on the Notes that Closing Date the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or Purchasers and the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 5 and 1211. 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 Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Issuers 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 Issuers or counsel for the Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangementarrangement that, in the opinion of counsel to the Company or counsel to 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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesIssuers, except that the Inergy Parties Issuers will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Issuers for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Issuers or the Issuers Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

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 Offered Notes that which the defaulting Initial Purchaser Purchasers agreed but failed to purchase on the Closing Date in the respective proportions that proportion to the respective total principal amount of the Offered Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser Purchasers in Schedule I 1 hereto bears to the total principal amount of the Offered 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 Offered Notes on the Closing Date if the total number principal amount of the Offered Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910.0% of the total number of Offered Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number total principal amount of Offered Notes that which it agreed to purchase on the Closing Date pursuant to the terms of Section 4Date. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the principal amount of Offered Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers do not elect to purchase the Offered Notes that 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 Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 8 and, if applicable, Section 11 and 12hereof. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers initial purchasers are obligated or agree to purchase the Offered Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Issuers Company may postpone the Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Issuers Company or counsel for the Initial Purchasers may be necessary 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 the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 principal amount 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 number aggregate principal amount of Notes Preference Shares that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount of Notes Preference Shares to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number aggregate principal amount of Notes Preference Shares that it agreed to purchase on the Closing Date pursuant to the terms of Section 43. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes Preference Shares to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes Preference 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 Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 6 and 1211. 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 herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other 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 Issuers 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 Issuers 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.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations obligation to purchase Notes under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes that the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Remaining Notes that the defaulting with 36 hours after any Initial Purchaser or Initial Purchasers agreed but failed defaults in its obligation to purchase on the Closing DateNotes under this Agreement, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesIssuers, except that the Inergy Parties Issuers will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementherein.

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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesSunshine, except that the Inergy Parties Sunshine will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Sunshine for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Sunshine or the Issuers Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Note Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers Sunshine or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

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 the defaulting Initial Purchaser agreed but failed to purchase on the such Closing Date 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 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 number amount of the Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the such Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that which it agreed to purchase on the such Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers Xxxxxx Brothers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on the such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.EXECUTION VERSION

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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers 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 number principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number principal amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number principal amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Company or the Issuers Representatives may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

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 make arrangements for the purchase of the Notes that the Securities which such defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I heretopurchase; provided, however, that in the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any event the aggregate principal amount of the Notes on the Closing Date if the total number of Notes that Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% shall exceed one-eleventh of the total number aggregate principal amount of Notes to be purchased securities set forth on Schedule 1 hereto, the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated have the right to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the rightall, but shall not be obligatedunder any obligation to purchase any, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on the Closing DateSecurities. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the such non-defaulting Initial Purchasers do not elect to purchase all of the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateSecurities, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the non-defaulting Initial Purchasers to the extent set forth in Sections 11 8 and 1212 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect. Nothing contained herein shall relieve 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 of any liability it may have agreed but failed to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementpurchase.

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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 Remaining Notes on the Closing Date if the total number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers Representatives who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Remaining Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Company or the Issuers Representatives may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers Company or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

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 Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 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 number aggregate principal amount of Notes that the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount of Notes the Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount of Notes that the Securities which it agreed to purchase on the Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.the

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 aggregate principal amount of Initial Notes that which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that which the total aggregate principal amount of the Initial Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total aggregate principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Initial Notes on the Closing Date if the total number aggregate principal amount of Initial Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount at maturity of Initial Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount at maturity of Initial Notes that which it agreed to purchase on the Closing Date pursuant to the terms of Section 43. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.25 25

Defaulting Initial Purchasers. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-non- defaulting Initial Purchasers shall be obligated Purchaser, or those other initial purchasers satisfactory to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 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 number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of all of the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers Purchaser or other Initial Purchasers initial purchasers satisfactory to the remaining non-defaulting Initial Purchasers Purchaser do not elect to purchase the aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date, this Agreement shall terminate without liability on the part of any non-non- defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 7 and 12. Nothing contained herein shall 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 10, purchases Notes which a defaulting Initial Purchaser agreed but failed to purchase. Any action taken hereunder will not relieve a defaulting Initial Purchaser from liability in respect of any liability default by it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementunder this Agreement.

Defaulting Initial Purchasers. If, on the Closing Date, any either Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes that the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase In the Notes event of a defaulting or withdrawing Initial Purchasersuch default, either the remaining Initial Purchasers Company or the Issuers Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers Company or counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

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 (and the related Guarantees) which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 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 number principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% one-eleventh of the total number aggregate principal amount of Notes to be purchased on the such Closing Date, Date and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number principal amount of Notes that which it agreed to purchase on the such Closing Date pursuant to the terms of Section 4Date. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, Purchasers or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on the Closing Date, any one of the Initial Purchaser defaults in Purchasers shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the performance aggregate principal amount of its obligations under this AgreementOffered Securities which such defaulting Initial Purchasers agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Offered Securities to be purchased on such date, the remaining non-defaulting other Initial Purchasers shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date severally in the respective proportions that the principal amount of the Notes Offered Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser their respective names in Schedule I hereto bears to the total aggregate principal amount of the Notes Offered Securities set forth opposite the names of all the remaining such non-defaulting Initial Purchasers in Schedule I hereto; providedto purchase the Offered Securities which such defaulting Initial Purchasers agreed but failed or refused to purchase on such date. If, howeveron the Closing Date any Initial Purchasers shall fail or refuse to purchase Offered Securities which they have agreed to purchase hereunder on such date and the aggregate principal amount of Offered Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Offered Securities to be purchased on such date, that and arrangements satisfactory to the remaining non-defaulting Initial Purchasers shall and the Issuers for the purchase of such Offered Securities are not be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on made within 48 hours after such date exceeds 9.09% of the total number of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datedefault, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 any Guarantor. Any action taken under this Section 11 shall not relieve any defaulting Initial Purchasers may be necessary from liability in the Offering Memorandum or in respect of any other document or arrangementdefault of such Initial Purchasers 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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers 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 number principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number principal amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number principal amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase In the Notes event of a defaulting or withdrawing Initial Purchasersuch default, either the remaining Initial Purchasers Company or the Issuers Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers Company or counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

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 the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 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 number principal amount of Notes the Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910.0% of the total number principal amount of Notes the Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number principal amount of Notes the Securities that it agreed to purchase on the Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes Securities to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase the Notes Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser Purchaser, the Issuers or the Inergy PartiesGuarantors, except that the Inergy Parties Issuers and Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12Section 6. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Issuers or Guarantors for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Representatives or the Issuers 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 Issuers Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package or the Offering Memorandum or in any other document or arrangement.

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 aggregate principal amount of Debentures which the defaulting Initial Purchaser agreed but failed to purchase on the Closing such Delivery Date 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 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 number aggregate principal amount of Notes that Debentures which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount at maturity of Notes Debentures to be purchased on the Closing such Delivery Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount at maturity of Notes that Debentures which it agreed to purchase on the Closing such Delivery Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchasepurchase on such Delivery Date, in such proportion as may be agreed upon among them, all the Notes total aggregate principal amount of Debentures to be purchased on the Closing such Delivery Date. If the remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the Notes that aggregate principal amount of Debentures which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datepurchase, 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 Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 4 and 1210. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to As used in this Agreement, the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.term "

Defaulting Initial Purchasers. If, on (a) If any one or more Initial Purchasers shall fail to purchase and pay for any of the Closing Date, any Notes agreed to be purchased by such Initial Purchaser defaults hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated severally to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date take up and pay for (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 their names on Schedule I 1 hereto bears to the total aggregate principal amount of the Notes set forth opposite the names of all the remaining non-Initial Purchasers) the Notes which the defaulting Initial Purchaser or Initial Purchasers in Schedule I heretoagreed but failed to purchase; provided, however, that in the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of event that the Notes on the Closing Date if the total number aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09shall exceed 10% of the total number aggregate principal amount of Notes set forth on Schedule 1 hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be purchased on under any obligation to purchase any, of the Closing DateNotes, and any remaining if such non-defaulting Initial Purchasers shall do not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateNotes, this Agreement shall will terminate without liability on the part of to any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementIssuer.

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 which the defaulting Initial Purchaser agreed but failed to purchase on the Closing such Delivery Date 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 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 number aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount at maturity of Notes to be purchased on the Closing such Delivery Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount at maturity of Notes that which it agreed to purchase on the Closing such Delivery Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchasepurchase on such Delivery Date, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on the Closing such Delivery Date. If the remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datepurchase, 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 the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.and

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 Purchaser shall be obligated to purchase the aggregate principal amount of Notes that which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I heretosuch Delivery Date; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase any of the Notes on the Closing such Delivery Date if the total number aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount of Notes to be purchased on the Closing such Delivery Date, and any the remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount of Notes that which it agreed to purchase on the Closing such Delivery Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial PurchasersPurchaser, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchasepurchase on such Delivery Date, in such proportion as may be agreed upon among them, all the total aggregate principal amount of Notes to be purchased on the Closing such Delivery Date. If the remaining Initial Purchasers Purchaser or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase on such Delivery Date the aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datepurchase, 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 and the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 4 and 1210. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to As used in this Agreement, the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.term "

Defaulting Initial Purchasers. If, on the Closing 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 Initial Notes that which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Delivery Date in the respective proportions that which the principal amount of the Notes amounts set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total principal amount of the Notes amounts 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 Initial Notes on the Closing Delivery Date if the total number amount of Initial Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number amount of the Initial Notes to be purchased on the Closing Delivery Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of the Initial Notes that which it agreed to purchase on the Closing Delivery Date pursuant to the terms of Section 43 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Initial Notes to be purchased on the Closing Delivery Date. If the remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase the Initial Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, any Sunoco Party except that the Inergy Sunoco Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 7 and 1212 hereof. As used in this Agreement, the term "Initial Purchaser" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 10, purchases Initial Notes which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Sunoco Parties for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Initial Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Representatives or the Issuers Operating Partnership may postpone the Closing Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Issuers Operating Partnership or counsel for the Initial Purchasers may be necessary 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 of the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the Notes that 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 Closing Date other Initial Purchasers shall be obligated severally in the respective proportions that the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser their respective names in Schedule I hereto bears to the total aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining such non-defaulting Initial Purchasers in Schedule I hereto; providedto purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, howeveron the Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, that and arrangements satisfactory to the remaining non-defaulting Initial Purchasers shall and the Company for the purchase of such Securities are not be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on made within 36 hours after such date exceeds 9.09% of the total number of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datedefault, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser Purchasers or of the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12Company or any Guarantor. Nothing contained herein Any action taken under this Section shall not relieve a any defaulting Initial Purchaser from liability in respect of any liability it may have to the Inergy Parties for damages caused by its default. If other default of such Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementPurchaser under this Agreement.

Defaulting Initial Purchasers. If, on (a) If any one or more Initial Purchasers shall fail to purchase and pay for any of the Closing Date, any Notes agreed to be purchased by such Initial Purchaser defaults hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated severally to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date take up and pay for (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 their names on Schedule I hereto bears to the total aggregate principal amount of the Notes set forth opposite the names of all the remaining non-Initial Purchasers) the Notes which the defaulting Initial Purchaser or Initial Purchasers in Schedule I heretoagreed but failed to purchase; provided, however, that in the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of event that the Notes on the Closing Date if the total number aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09shall exceed 10% of the total number aggregate principal amount of Notes set forth on Schedule I hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be purchased on under any obligation to purchase any, of the Closing DateNotes, and any remaining if such non-defaulting Initial Purchasers shall do not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateNotes, this Agreement shall will terminate without liability on the part of to any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementIssuer.

Defaulting Initial Purchasers. (a) If, on the Closing 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 number of Notes that which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Delivery Date in the respective proportions that which the principal aggregate amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total principal aggregate 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 Closing Delivery Date if the total number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number aggregate amount of the Notes to be purchased on the Closing Delivery Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are maximum is exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the total amount of Notes to be purchased on the Closing Delivery Date. If the remaining Initial Purchasers or other Initial Purchasers underwriters satisfactory to the Initial Purchasers Representative do not elect to purchase on the Delivery Date the aggregate amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or and the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 4, 7 and 1210. Nothing contained herein shall relieve 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(a), purchases Notes which a defaulting Initial Purchaser of any liability it may have agreed but failed to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementpurchase.

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 Series A Notes that which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that which the aggregate principal amount of the Series A Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total aggregate principal amount of the Series A 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 Series A Notes on the Closing Date if the total number aggregate principal amount of Series A Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number aggregate principal amount of Series A Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number total aggregate principal amount of Series A Notes that which it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the aggregate principal amount of Series A Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers do not elect to purchase the aggregate principal amount of Series A Notes that 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 Inergy PartiesCompany or the Subsidiary Guarantors, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 7 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the aggregate principal amount of Series A Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers or the Issuers 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 Issuers Company or counsel for the Initial Purchasers may be necessary 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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesIssuers, except that the Inergy Parties Issuers will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Issuers for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Issuers or the Issuers Representatives may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

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 the defaulting Initial Purchaser agreed but failed to purchase on the Closing such Delivery Date in the respective proportions that which the principal amount of the Firm Notes set forth opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total principal amount of the Firm 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 Closing such Delivery Date if the total number principal amount of the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number principal amount of the Notes to be purchased on the Closing such Delivery Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number principal amount of the Notes that it agreed to purchase on the Closing such Delivery Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing such Delivery Date. If the remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the Initial Purchasers Representatives do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing such Delivery Date, this Agreement (or, with respect to any Option Notes Delivery Date, the obligation of the Initial Purchasers to purchase, and of the Company to sell, the Option Notes) shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 7 and 12. 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 Notes that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Representatives or the Issuers Company may postpone the Closing Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Issuers 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.

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 the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 Purchasers, or those other initial purchasers satisfactory to the total principal amount of the Notes set opposite the names of all Company and 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 number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of all of the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the remaining non-defaulting Initial Purchasers do not elect to purchase the aggregate principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date, this Agreement shall terminate without liability on the part of any of the non-defaulting Initial Purchaser Purchasers or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 9 and 1212 of this Agreement. Nothing contained herein shall 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 Notes which a defaulting Initial Purchaser agreed but failed to purchase. Any action taken hereunder will not relieve a defaulting Initial Purchaser from liability in respect of any liability default by it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangementunder 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 Units which the defaulting Initial Purchaser agreed but failed to purchase on the such Closing Date in the respective proportions that which the principal amount of the Notes Units set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the total principal amount of the Notes Units 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 Units on the such Closing Date if the total number amount of Notes that Units which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes Units to be purchased on the such Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number amount of Notes that Units which it agreed to purchase on the such Closing Date pursuant to the terms of Section 43. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes Units to be purchased on the such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that Units 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 Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.such

Defaulting Initial Purchasers. If, on the Closing 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 principal amount of Notes that which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Delivery Date 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 1 hereto bears to the total 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 Delivery Date if the total number principal amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number principal amount of Notes to be purchased on the Closing Delivery Date, and any remaining non-defaulting Initial Purchasers Underwriter shall not be obligated to purchase more than 110% of the number principal amount of the Notes that which it agreed to purchase on the Closing Delivery Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.remaining

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 Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 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 number aggregate principal amount of Notes that the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount of Notes the Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount of Notes that the Securities which it agreed to purchase on the Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but 27 shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes aggregate principal amount of Securities to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that shares 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 Inergy PartiesCompany and the Guarantors, except that the Inergy Parties Company and each of the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 11 4 and 1210. 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 herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company and the Guarantors for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Xxxxxx Brothers Inc. or the Issuers 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 Issuers Company or counsel for the Initial Purchasers may be necessary 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 Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 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 number aggregate principal amount of Notes that the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount at maturity of Notes the Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount at maturity of Notes that the Securities which it agreed to purchase on the Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes aggregate principal amount of Securities to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that shares 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 Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 4 and 1210. 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 herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Lehman Brothers, Goldman Sachs or the Issuers Company may postpone the Closing Date Xxxx for up to seven full business sxxxx xxlx xxxiness days in order to effect any changes that in the opinion of counsel for the Issuers Company or counsel for the Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the such Closing Date 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 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 number amount of the Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the such Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that which it agreed to purchase on the such Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers Xxxxxx Brothers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all of the Notes to be purchased on the such Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers Xxxxxx Brothers do not elect to purchase the Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the such Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 Offering Memorandum or in any other document or arrangement.Company

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 Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date 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 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 number aggregate principal amount of Notes that the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number aggregate principal amount of Notes the Securities to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number aggregate principal amount of Notes that the Securities which it agreed to purchase on the Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes aggregate principal amount of Securities to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that shares 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 Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 4 and 1210. 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 that a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Initial Purchaser, either Xxxxxx Brothers and Banc of America, on the remaining Initial Purchasers one hand, or the Issuers Company, on the other hand, 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 Company or counsel for the Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchasers. If, on the Closing Date, any of the Initial Purchaser defaults in Purchasers shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the performance aggregate principal amount of its obligations under this AgreementOffered Securities which such defaulting Initial Purchasers agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Offered Securities to be purchased on such date, the remaining non-defaulting other Initial Purchasers shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date severally in the respective proportions that the principal amount of the Notes Offered Securities set forth opposite the name of each remaining non-defaulting Initial Purchaser their respective names in Schedule I hereto bears to the total aggregate principal amount of the Notes Offered Securities set forth opposite the names of all the remaining such non-defaulting Initial Purchasers in Schedule I hereto; providedto purchase the Offered Securities which such defaulting Initial Purchasers agreed but failed or refused to purchase on such date. If, howeveron the Closing Date any of the Initial Purchasers shall fail or refuse to purchase Offered Securities which they have agreed to purchase hereunder on such date and the aggregate principal amount of Offered Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Offered Securities to be purchased on such date, that and arrangements satisfactory to the remaining non-defaulting Initial Purchasers shall and the Issuers for the purchase of such Offered Securities are not be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on made within 48 hours after such date exceeds 9.09% of the total number of Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchasers shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datedefault, this Agreement shall terminate without liability on the part of any the non-defaulting Initial Purchaser or the Inergy Parties, except that the Inergy Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining 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 any Guarantor. Any action taken under this Section 11 shall not relieve any defaulting Initial Purchasers may be necessary from liability in the Offering Memorandum or in respect of any other document or arrangementdefault of such Initial Purchasers 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 Purchaser shall be obligated to purchase the Notes that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that the principal amount of the Notes set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount of the Notes set opposite the names of all the remaining non-defaulting Initial Purchasers in Schedule I heretoDate; provided, however, that the remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase any of the Notes on the Closing Date if the total number of Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number of Notes to be purchased on the Closing Date, and any the remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 43. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers satisfactory to the Initial Purchasers who so agree, Purchaser shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, purchase all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do Purchaser does not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 6 and 1211. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If the other Initial Purchasers are Purchaser is obligated or agree agrees to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Purchaser or the Issuers 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 Issuers Company or counsel for the remaining Initial Purchasers Purchaser may be necessary 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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesIssuers, except that the Inergy Parties Issuers will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Issuers for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Issuers or the Issuers Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Notes, the Guarantees, the Indenture or the Transaction Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.

Defaulting Initial Purchasers. If, on the Closing Date, If any Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-non- defaulting Initial Purchasers shall be obligated to purchase the Notes that aggregate number of Units which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date in the respective proportions that which the principal amount total aggregate number of the Notes Units set opposite the name of each remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount aggregate number of the Notes Units set opposite the names of all the remaining non-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 Units if the total aggregate number of Notes that Units which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.09% of the total number of Notes Units to be purchased on the Closing Datepurchased, and any remaining non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number of Notes that Units which it agreed to purchase on the Closing Date pursuant to the terms of Section 42. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers initial purchasers satisfactory to the remaining non- defaulting Initial Purchasers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes total number of Units to be purchased on the Closing Datepurchased. If the remaining Initial Purchasers or other Initial Purchasers initial purchasers satisfactory to the remaining non-defaulting Initial Purchasers do not elect to purchase the Notes that number of Units which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser Purchasers or the Inergy PartiesCompany, except that the Inergy Parties Company will continue to be liable for the payment of expenses to the extent set forth in Sections 11 5 and 1210. 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 Units which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Company for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes Units of a defaulting or withdrawing Initial Purchaser, either the remaining non-defaulting Initial Purchasers or the Issuers 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 to the Issuers Company or counsel for to the Initial Purchasers may be necessary 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 the 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 remaining non-defaulting Initial Purchaser in Schedule I hereto bears to the total principal amount 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 number amount of Notes that which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 9.0910% of the total number amount of Notes to be purchased on the Closing Date, and any remaining no non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase more than 110% of the number amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 4this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other Initial Purchasers purchasers satisfactory to the Initial Purchasers who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Closing DateRemaining Notes. If the remaining non-defaulting Initial Purchasers or other Initial Purchasers satisfactory to the Initial Purchasers do not elect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing DateRemaining Notes, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Inergy PartiesFinance, except that the Inergy Parties Finance will continue to be liable for the payment of expenses to the extent set forth in Sections 11 and 12herein. Nothing contained herein in this Agreement shall relieve a defaulting Initial Purchaser of any liability it may have to the Inergy Parties Finance for damages caused by its default. If other Initial Purchasers purchasers are obligated or agree to purchase the Notes of a defaulting or withdrawing Initial Purchaser, either the remaining Initial Purchasers Finance or the Issuers Representative may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the Note Documents or in any other document or arrangement that, in the opinion of counsel for the Issuers Finance or counsel Counsel for the Initial Purchasers Purchasers, may be necessary in the Offering Memorandum or in any other document or arrangementnecessary.