(i) if the aggregate principal amount of Defaulted Securities does not
exceed 10% of the aggregate principal amount of Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their
respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or
(ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities, this Agreement shall
terminate without liability on the part of any non-defaulting Initial Purchaser.
No action taken
pursuant to this Section 10 shall relieve any defaulting Initial Purchaser from liability in respect of its default.
In the event of
any such default which does not result in a termination of this Agreement, the non-defaulting Initial Purchasers shall have the right to postpone the Closing Date for a period not exceeding seven days in order
to effect any required changes in the General Disclosure Package or the Offering Memorandum or in any other documents or arrangements. As used herein, the term Initial Purchaser includes any person substituted for an Initial Purchaser
under this Section 10.
SECTION 11. Notices. All notices and other communications hereunder shall be in writing, shall be
effective only upon receipt and shall be mailed, delivered by hand or overnight courier, or transmitted by email. Notices to the Initial Purchasers shall be directed to the Representative at J.P. Morgan Securities LLC, 383 Madison Avenue, New York,
New York 10179, Attention: Edward S. Pyne, with a copy to Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, Attention: Corey Wright and Andrew Blumenthal; and notices to the Company or any Guarantor shall be directed to
the Company at 505 Huntmar Park Drive, Suite 300, Herndon, VA 20170, Attention: Christine Stroh Reddy, Executive Vice President, General Counsel and Corporate Secretary, telephone no. (202) 744-0026, email:
christine.reddy@becn.com, with a copy to (i) Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois, Attention: Jeffrey N. Smith, Esq. and Michael P. Heinz, Esq., email: jnsmith@sidley.com and mheinz@sidley.com, and (ii) Squire
Patton Boggs (US) LLP, 2550 M Street NW, Washington, DC 20037, Attention: Abby E. Brown, Esq., telephone no. (202) 457-5668, email: abby.brown@squirepb.com.
In accordance with the requirements of the USA PATRIOT Act, the Initial Purchasers are required to obtain, verify and record information that
identifies their respective clients, including the Company and the Guarantor, which information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify
their respective clients.
SECTION 12. Parties. This Agreement shall each inure to the benefit of and be binding upon the
Initial Purchasers, the Company, the Guarantor and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Initial Purchasers, the
Company, the Guarantor and their respective successors and the controlling persons and other indemnified parties referred to in Sections 6 and 7 hereof and their successors, heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein contained.
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