$400,000,000 DT ACCEPTANCE CORPORATION DRIVETIME AUTOMOTIVE GROUP, INC. 8.00% Senior Secured Notes due 2021 PURCHASE AGREEMENT

Ladies and Gentlemen:

DT Acceptance Corporation, an Arizona corporation (“DTAC”), and DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG,” and together with DTAC, the “Issuers”), and each of the Guarantors (as hereinafter defined) hereby agree with you as follows:

1.Issuance of Notes. Subject to the terms and conditions herein contained, each Issuer together proposes to issue and sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), up to $400,000,000 aggregate principal amount of 8.00% Senior Secured Notes due 2021 (each a “Note” and, collectively, the “Notes”). The Notes will be unconditionally guaranteed (each a “Guarantee”, and together with the Notes, the “Securities”) as to payment of principal and interest (a) on a senior secured basis by the guarantors set forth on Schedule II hereto (the “Secured Guarantors”) and (b) on a senior unsecured basis by the guarantors set forth on Schedule III hereto (the “Unsecured Guarantors” and together with the Secured Guarantors, the “Guarantors”). The Securities to be issued and sold to the Initial Purchasers hereunder are referred to herein as the “Offered Securities.” The aggregate principal amount of the Offered Securities shall be $400,000,000. The Securities will be issued pursuant to an indenture, dated as of the Closing Date (the “Indenture”), by and among the Issuers, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent (the “Trustee”). Pursuant to the terms of the Collateral Documents (as hereinafter defined), all of the obligations under the Securities and the Indenture will be secured by a lien and security interest in the First-Lien Collateral (as defined in the “Description of the Notes” section of the Final Offering Memorandum (as hereinafter defined)) of the Issuers and the Second-Lien Collateral (as defined in the Description of the Notes) of the Issuers and the Secured Guarantors. The term “Collateral Documents” as used herein shall mean (a) the Security Agreement to be dated as of the Closing Date (as hereinafter defined) and entered into by the Issuers and the Secured Guarantors, (b) the Pledge Agreement to be dated as of the Closing Date and entered into by DTAC

and (c) the Deposit Account and Securities Account Control Agreement to be dated as of the Closing Date and entered into by DTAC (the “Deposit Account and Securities Account Control Agreement”) and (d) any other agreement, document or instrument pursuant to which a Lien (as hereinafter defined) is granted by the Issuers or a Guarantor to secure the obligations of the Issuers and the Guarantors under the Notes, the Notes Guarantees and the Indenture or under which rights or remedies with respect to any such Lien are governed. Capitalized terms used, but not defined herein, shall have the meanings set forth in the Description of the Notes.

The Offered Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder (collectively, the “Securities Act”). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the legends set forth in the final offering memorandum, dated the date hereof (the “Final Offering Memorandum”). The Issuers (a) have prepared (i) a preliminary offering memorandum, dated May 19, 2014 (the “Preliminary Offering Memorandum”) and (ii) a pricing term sheet, dated the date hereof, attached hereto as Schedule IV, which includes pricing terms and other information with respect to the Offered Securities (the “Pricing Supplement” and, together with the Preliminary Offering Memorandum, the “Time of Sale Document”) and (b) have prepared or will prepare the Final Offering Memorandum, in each case, relating to the offer and sale of the Offered Securities (the “Offering”). All references in this Purchase Agreement (this “Agreement”) to the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum include, unless expressly stated otherwise, (i) all amendments or supplements thereto, (ii) all financial statements and schedules and other information contained therein (and references in this Agreement to such information being “contained,” “included” or “stated” (and other references of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained therein), (iii) any electronic Time of Sale Document or Final Offering Memorandum and (iv) any offering memorandum “wrapper” to be used in connection with offers to sell, solicitations of offers to buy or sales of the Offered Securities in non-U.S. jurisdictions.

2.    Terms of Offering. Each of the Initial Purchasers, severally and not jointly, have advised the Issuers, and the Issuers understand, that the several Initial Purchasers will make offers to sell (the “Exempt Resales”) some or all of the Offered Securities purchased by the several Initial Purchasers hereunder on the terms set forth in the Time of Sale Document to persons (the “Subsequent Purchasers”) (the first time when sales of the Securities are made is referred to as the “Time of Sale”) whom the several Initial Purchasers reasonably believe (i) are “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act), or (ii) are not “U.S. persons” (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United States.

This Agreement, the Indenture, the Collateral Documents, the Intercreditor Agreement (as defined in the Description of the Notes), the Notes, the Guarantees and the Engagement Letter dated April 16, 2014 (the “Engagement Letter”) between the Issuers and Wells Fargo Securities, LLC are collectively referred to herein as the “Documents”, and the transactions contemplated hereby and

thereby are collectively referred to herein as the “Transactions.” Nothing in this Agreement shall be read to limit or otherwise modify the terms and provisions of the Engagement Letter, provided that, in the event any terms of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern.

3.    Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the several Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, the aggregate principal amount of the Offered Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 98.294% of the aggregate principal amount thereof plus accrued interest, if any, from June 3, 2014 to the Closing Date. Delivery to the Initial Purchasers of and payment for the Offered Securities shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 3, 2014 (the “Closing Date”) at the New York offices of Cravath, Swaine & Moore LLP (or such other place as shall be reasonably acceptable to the Representative); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by the Representative in accordance with its terms, “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Issuers to the Representative of the satisfaction (or waiver) of such conditions.

The Issuers shall deliver to the nominee of the Depository Trust Company (“DTC”), for the account of the Initial Purchasers, one or more certificates representing the Offered Securities in definitive form, registered in such names and denominations as the Representative may request, against payment by the Representative of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Issuers shall designate to the Representative at least two business days prior to the Closing. The certificates representing the Offered Securities in definitive form shall be made available to the Representative for inspection at the New York offices of Cravath, Swaine & Moore LLP (or such other place as shall be reasonably acceptable to the Representative) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. The Offered Securities will be represented by one or more definitive global securities in book-entry form and will be deposited on the Closing Date, by or on behalf of the Issuers, with DTC or its designated custodian, and registered in the name of Cede & Co.

4.    Representations and Warranties of the Issuers and the Guarantors. The Issuers and the Guarantors jointly and severally represent and warrant to, and agree with, each of the Initial Purchasers that, as of the date hereof and as of the Closing Date:

cause or allow their agents or representatives to, prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or a solicitation of an offer to buy the Securities, or otherwise is prepared to market the Securities, other than (i) the Time of Sale Document, (ii) the Final Offering Memorandum and (iii) any marketing materials (including any roadshow or investor presentation materials) or other written communications, in each case used in accordance with Section 5(c) hereof (each such communication by the Issuers or their agents or representatives described in this clause (iii), an “Issuers Additional Written Communication”).

business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, result in a Material Adverse Change.

Intercreditor Agreement and this Agreement, will conform, in all material respects, to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum.

(i)    Upon:

Agent and duly executed by the applicable depositary bank or securities intermediary, as may be necessary or, in the opinion of the Collateral Agent, desirable to establish and maintain control of such deposit accounts and securities accounts from time to time; and

the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable perfected Liens, in each case, prior and superior in right to any other person therein (other than any person holding a Permitted Collateral Lien (as defined in the Description of the Notes)).

other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which any of them is a party or by which any of them or their respective property is or may be bound (collectively, the “Applicable Agreements”), except, in the case of clauses (ii) and (iii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Issuers’ execution and delivery of the Documents, the consummation of the transactions contemplated hereby and the issuance of the Securities will not (a) violate such Charter Documents, (b) violate Applicable Laws or (c) constitute a breach of or default (or would not, with the giving of notice or lapse of time, constitute a default) or a “Debt Repayment Triggering Event” (as hereinafter defined) under any Applicable Agreement, except, in the case of clauses (b) and (c) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Issuers or any of the Subsidiaries or any of their respective properties.

case any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the ability of the Issuers or any Guarantor to perform its obligations contemplated by the Documents. No material labor dispute with the employees of the Issuers or any of their Subsidiaries exists or, to the best of the Issuers’ knowledge, is threatened or imminent.

a material misstatement or omission and are not described therein. Except as otherwise disclosed in the Preliminary Offering Memorandum, none of the Issuers or their Subsidiaries has received any written claim or written notice of any potential claim from any person challenging the use of any such Intellectual Property by the Issuers or any of the Subsidiaries or questioning the validity or effectiveness of any Intellectual Property or any license or agreement related thereto, other than any claims that, if successful, would not, individually or in the aggregate, result in a Material Adverse Change. None of the Intellectual Property used by the Issuers or any of the Subsidiaries has been obtained or is hereby used by the Issuers or any of the Subsidiaries in violation of any contractual obligation binding on the Issuers or any of the Subsidiaries or, to the Issuers or any of the Subsidiaries’ knowledge, its officers, directors or employees or otherwise in violation of the rights of any person, in each case where any such violation would result in a Material Adverse Change.

paragraph, the term “Solvent” means, with respect to a particular date, that on such date (i) the fair value of the properties of the Issuers and the Subsidiaries, taken as a whole, will exceed their consolidated debts and liabilities, subordinated, contingent or otherwise; (ii) the Issuers and each Guarantor is able to pay or refinance its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Issuers nor any Guarantor is incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature; and (iv) the Issuers and the Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

Securities as contemplated by this Agreement. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.

permitted under the terms of the Indenture, there will be no encumbrances or restrictions on the ability of any Subsidiary of the Issuers (x) to pay dividends or make other distributions on such Subsidiary’s capital stock or to pay any indebtedness to the Issuers or any other Subsidiary of the Issuers, (y) to make loans or advances or pay any indebtedness to, or investments in, the Issuers or any other Subsidiary or (z) to transfer any of its property or assets to the Issuers or any other Subsidiary of the Issuers.

stabilization legend) which may result in the loss by any Initial Purchaser of the ability to rely on any stabilization safe harbour provided by the Financial Services Authority of the United Kingdom under the Financial Services and Markets Act 2000 (the “FSMA”); provided, however, that an appropriate stabilization legend was not in the Preliminary Offering Memorandum or the Pricing Term Sheet. The Issuers have been informed of the guidance relating to stabilization provided by the Financial Services Authority of the United Kingdom, in particular the guidance contained in Section MAR 2 of the Financial Services Handbook.

thereto, with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

5.    Covenants of the Issuers and the Guarantors. Each of the Issuers and the Guarantors jointly and severally agree:

prepare, use, authorize, approve or refer to any such written communication to which the Representative reasonably objects. The Issuers and the Guarantors consent to the use by the Initial Purchasers of any Issuers Additional Written Communication that contains (A) information describing the preliminary terms of the Securities or their offering or (B) information that describes the final terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement.

incident to and in connection with: (A) the preparation, printing and distribution of the Time of Sale Document and the Final Offering Memorandum and any Canadian “wrapper” and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith, (B) the negotiation, printing, processing and distribution (including, without limitation, word processing and duplication costs) and delivery of, each of the Documents, (C) the preparation, issuance and delivery of the Securities, (D) the qualification of the Securities for offer and sale under the securities or “Blue Sky” laws of U.S. state or non-U.S. jurisdictions (including, without limitation, the fees and disbursements of the Initial Purchasers’ counsel relating to such registration or qualification) and (E) the furnishing of such copies of the Time of Sale Document and the Final Offering Memorandum, and all amendments and supplements thereto, as may reasonably be requested for use by the Initial Purchasers, (ii) all reasonable fees and expenses of the counsel and all fees and expenses of accountants and any other experts or advisors retained by the Issuers or the Guarantors, (iii) all fees and expenses (including fees and expenses of counsel) of the Issuers or the Guarantors in connection with approval of the Securities by DTC for “book-entry” transfer, (iv) all fees charged by rating agencies in connection with the rating of the Securities, (v) all fees and expenses (including reasonable fees and expenses of counsel) of the Trustee and all collateral agents, (vi) all costs and expenses with respect to creating, documenting and perfecting the security interests in any collateral securing the Securities pursuant to the Collateral Documents (including without limitation, filing and recording fees, search fees, taxes and costs of title policies and the reasonable fees and expenses of Cravath, Swaine & Moore LLP, counsel to the Initial Purchasers in the creation, documentation and perfection of such security interests, for all periods prior to and after the Closing Date) and (vii) all other out-of-pocket fees, disbursements and expenses incurred by Initial Purchasers in connection with its services to be rendered hereunder including, without limitation, travel and lodging expenses, chartering of airplanes, roadshow or investor presentation expenses, word processing charges, the costs of printing or producing any investor presentation materials, messenger and duplicating service expenses, facsimile expenses and other customary expenditures. Notwithstanding the above if the Offering is consummated, the Issuers and the Guarantors shall not be obligated to reimburse the fees, disbursement and expenses incurred by the Initial Purchasers or their counsel under Section 5(f)(vii), nor any other fees and expenses to the extent such fees and expenses would customarily be paid by an underwriter in connection with an underwritten offering (other than reasonable legal fees under Section 5(f)(vi)).

Securities Act) that would be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the sale to the Initial Purchasers or to the Subsequent Purchasers of the Securities.

Securities by means of any form of general solicitation or general advertising (including, without limitation, as such terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) engage in any directed selling efforts within the meaning of Regulation S under the Securities Act, and all such persons will comply with the offering restrictions requirement of Regulation S.

6.    Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants that:

7.    Conditions. The obligation of the Initial Purchasers to purchase the Offered Securities under this Agreement is subject to the accuracy of the representations and warranties on the part of the Issuers and Guarantors set forth in Section 4 hereof as of the date hereof and as of the Closing Date (as though made on such Closing Date) and to the timely performance by each of the Issuers and the Guarantors of its respective covenants and obligations hereunder and the satisfaction of each of the following conditions:

prior and superior to the right of any other person (other than Permitted Collateral Liens), shall be executed and in proper form for filing, registration or recordation.

the Final Offering Memorandum or to enforce contracts for the sale of any of the Offered Securities.

8.    Indemnification and Contribution.

Exchange Act, against any losses, claims, damages or liabilities of any kind to which such Initial Purchaser, its affiliates, directors, officers, employees or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuers, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

and, subject to the provisions hereof, will reimburse, as incurred, each Initial Purchaser and its affiliates, directors, officers, employees and each such controlling persons for any legal or other expenses incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim, damage, liability, expense or action in respect thereof; provided, however, the Issuers and the Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Document, any Issuers Additional Written Communication or the Final Offering Memorandum or any amendment or supplement thereto in reliance upon and in conformity with written information concerning any Initial Purchaser furnished to the Issuers by the Initial Purchasers through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by such Initial Purchaser to the Issuers through the Representative consists of the information set forth in Section 13. The indemnity agreement set forth in this Section 8 shall be in addition to any liability that the Issuers and the Guarantors may otherwise have to the indemnified parties.

the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Issuers by such Initial Purchaser through the Representative specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses as such expenses are reasonably incurred by the Issuers, each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or action in respect thereof. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liability that any Initial Purchaser may otherwise have to the indemnified parties.

counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 8(c) for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the indemnified party in the case of Section 8(a) or the Issuers in the case of Section 8(b), representing the indemnified parties under such Section 8(a) or (b), as the case may be, who are parties to such action or actions), (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 8(c), in which case the indemnified party may effect such a settlement without such consent.

to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties, on the one hand, and the indemnified party, on the other hand, from the Offering or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be deemed to be in the same proportion as the total proceeds from the Offering (before deducting expenses) received by the Issuers bear to the total discounts and commissions received by the Initial Purchasers. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers, on the one hand, or any Initial Purchaser pursuant to Section 8(b) above, on the other hand, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omissions, and any other equitable considerations appropriate in the circumstances.

9.    Termination. The Representative may terminate this Agreement at any time prior to the Closing Date by written notice to the Issuers if any of the events described in Sections 7(d)

(No Material Adverse Change), 7(e) (No Hostilities) or 7(f) (No Suspension in Trading; Banking Moratorium) shall have occurred. Any termination pursuant to this Section 9 shall be without liability on the part of (a) non-defaulting Issuers or non-defaulting Guarantors to the Initial Purchasers, except that the Issuers and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 5(f) hereof or (b) the non-defaulting Initial Purchasers to the Issuers or the Guarantors, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.

10.    Survival. The representations and warranties, covenants, indemnities and contribution and expense reimbursement provisions and other agreements of the Issuers and the Guarantors set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Initial Purchasers, (ii) the acceptance of the Securities, and payment for them hereunder, and (iii) any termination of this Agreement.

11.    Defaulting Initial Purchasers. If, on the Closing Date, any of the Initial Purchasers shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered 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 other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Offered Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Offered Securities set forth opposite the names of all such non-defaulting Initial Purchasers to purchase the Offered Securities which such defaulting Initial Purchasers agreed but failed or refused to purchase on such date. If, on 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, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Issuers for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the Issuers or any Guarantor. Any action taken under this Section 11 shall not relieve any defaulting Initial Purchasers from liability in respect of any default of such Initial Purchasers under this Agreement.

12.    No Fiduciary Relationship. The Issuers and the Guarantors hereby acknowledge that each Initial Purchaser is acting solely as an initial purchaser in connection with the purchase and sale of the Offered Securities. The Issuers and the Guarantors further acknowledge that each Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that any Initial Purchaser act or be responsible as a fiduciary to either the Issuers, the Guarantors or their respective management, stockholders or creditors or any other person in connection with any activity that any Initial Purchaser may undertake or have undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. Each Initial Purchaser hereby expressly disclaims any fiduciary or similar obligations to either the Issuers or the Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions,

and the Issuers and the Guarantors hereby confirm their understanding and agreement to that effect. The Issuers, the Guarantors and the Initial Purchasers agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by any Initial Purchasers to the Issuers and the Guarantors regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Issuers and the Guarantors. The Issuers and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that either of the Issuers or the Guarantors may have against any Initial Purchaser with respect to any breach or alleged breach of any fiduciary or similar duty to the Issuers or the Guarantors in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

13.    Information Supplied by Initial Purchasers. Each of the Issuers and the Guarantors hereby acknowledge that, for purposes of Section 4(c) and Section 8 hereof, the only information that the Initial Purchasers have furnished to the Issuers through the Representative specifically for use in the Preliminary Offering Memorandum or the Final Offering Memorandum are the statements set forth in (a) the fourth sentence of the seventh paragraph and (b) the first sentence of the ninth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum.

14.    Miscellaneous.

and the Guarantors hereby expressly and irrevocably (i) submits to the non-exclusive jurisdiction of the federal and state courts sitting in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the Transactions, and (ii) waives (a) its right to a trial by jury in any legal action or proceeding relating to this Agreement, the Transactions or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any Initial Purchaser and for any counterclaim related to any of the foregoing and (b) any obligation which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.

Please confirm that the foregoing correctly sets forth the agreement between the Issuers, the Guarantors and the Initial Purchasers.