Common use of Defaulting Underwriters Clause in Contracts

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities which it or they have agreed to purchase under any Terms Agreement, and the number of shares or the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the Securities, the other Underwriters shall be obligated severally, in the proportions that the number of shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total number of shares or the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities that any Underwriter has agreed to purchase pursuant to such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. If, on the Closing Date, or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Equity Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesEquity Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Equity Securities set forth opposite their respective names in Schedule A to such Terms the Underwriting Agreement bears to the total number of shares or the aggregate principal amount of Equity Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Equity Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Equity Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersClosing Date, or those other underwriters the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Equity Securities and the aggregate amount of Equity Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Equity Securities to be purchased on such date, and arrangements satisfactory to the Representatives who so agreeManager and the Company for the purchase of such Equity Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Manager or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Underwriters' Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesUnderwriters' Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Underwriters' Securities set forth opposite their respective names in Schedule A to such Terms the Underwriting Agreement bears to the total number of shares or the aggregate principal amount of Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided provided, however, that in no event shall the number of shares or principal amount of Underwriters' Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount of Underwriters' Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities and the remaining nonaggregate amount of Underwriters' Securities with respect to which such default occurs is more than one-defaulting tenth of the aggregate amount of Underwriters' Securities to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManagers and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except . In any such case that the Company will continue to be liable for the payment does not result in termination of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriterthis Agreement, either the Representatives Managers or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Shareholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Shareholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Selling Shareholders shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities which that it has or they have agreed to purchase under any Terms Agreementon such date, and the number of shares or the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesOffered Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Offered Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total number of shares or the aggregate principal amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Offered Securities without the written consent of such Underwriter. If on the foregoing maximums are exceededClosing Date any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities and the aggregate amount of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Offered Securities to be purchased on such date, the remaining non-defaulting Underwriters, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Manager or the Company may shall have the right to postpone the Closing Date but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. IfThis Agreement shall become effective upon the later of (x) execution and delivery hereof by the parties hereto and (y) release of notification of the effectiveness of the Registration Statement (or, if applicable, any post-effective amendment) by the Commission. If on the Closing Date or the Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares which it or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Shares set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Underwritten Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Underwriters may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms Agreement Section 1 be increased pursuant to this Section 8 7 by an amount in excess of one-tenth of such principal amount number of Securities Shares without the written consent of such Underwriter. If on the foregoing maximums are exceededClosing Date or the Additional Closing Date, as the remaining noncase may be, any Underwriter or Underwriters shall fail or refuse to purchase Shares which it or they have agreed to purchase hereunder on such date, and the aggregate number of Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Shares to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeUnderwriters and the Company for the purchase of such Shares are not made within 36 hours after such default, shall have this Agreement (or the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all obligations of the Securities. If the remaining several Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which Option Shares, as the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms Agreement case may be) shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date (or, in the case of the Option Shares, the Additional Closing Date), but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements that may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the remaining nonaggregate number of Firm Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Shares to be purchased, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Firm Shares are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability to the Company and the non-defaulting Underwriters arising out of or related to any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Stockholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and if arrangements satisfactory to you, the Terms Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate (other than with respect to (i) expenses to be borne by the Sellers and the Underwriters as provided in Section 7 hereof and (ii) the indemnification and contribution obligations of the Sellers and the Underwriters as provided in Section 8 hereof) without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that Selling Stockholders. In any such case you shall have the Company will continue right to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities which that it has or they have agreed to purchase under any Terms Agreementon such date and such failure to purchase shall constitute a default in the performance of its obligations hereunder, and the number of shares or the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesOffered Securities to be purchased on such date, the other ‘Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Offered Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total number of shares or the aggregate principal amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount of Offered Securities without the written consent of such Underwriter. If on the foregoing maximums are exceededClosing Date any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities and the aggregate amount of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Offered Securities to be purchased on such date, the remaining non-defaulting Underwriters, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManagers and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Managers or the Company may shall have the right to postpone the Closing Date but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I annexed hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the remaining nonaggregate number of Firm Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Shares to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Firm Shares are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyOperating Partnership, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Section 7. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch case, either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up longer than seven days, unless otherwise agreed to seven full business days by the Company and the Representatives, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as applicable, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I annexed hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the remaining nonaggregate number of Firm Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Shares to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Firm Shares are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyOperating Partnership, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Section 3(n). Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch case, either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up longer than seven days, unless otherwise agreed to seven full business days by the Company and the Representatives, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the remaining nonaggregate number of Firm Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Shares to be purchased, or those other underwriters and arrangements satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchaseRepresentatives, the Terms Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Stockholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to seven full business days longer than 7 days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability to the Company and the non-defaulting Underwriters arising out of or related to any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Shareholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Shareholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, (a) If any one Underwriter or more of the Underwriters shall fail default in its or refuse their obligation to purchase Securities which it or they have agreed to purchase under any Terms AgreementFirm Shares, and if the Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of shares or the aggregate principal amount of Securities which such Firm Shares, each non-defaulting Underwriter or Underwriters agreed but failed or refused Underwriter, acting severally and not jointly, agrees to purchase is not more than one-tenth of from the total Company that number of shares or aggregate principal amount of Default Securities that bears the Securities, the other Underwriters shall be obligated severally, in the proportions that the number of shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears same proportion to the total number of shares or Default Securities then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Shares, the Representative may in its discretion arrange for itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 12, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Section 5, Section 8, Section 11 and Section 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or in such other proportions are to be purchased by another party or parties as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities that any Underwriter has agreed to purchase pursuant to such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If the foregoing maximums are exceededaforesaid, the remaining non-defaulting Underwriters, Representative or those other underwriters satisfactory to the Representatives who so agree, Company shall have the right, but shall not be obligated, right to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date for up to seven full business days a period, not exceeding five (5) Business Days, in order to effect any whatever changes that in the opinion of counsel for the Company or counsel for the Underwriters may thereby be necessary in the Registration Statement, Statement or the Prospectus or any supplement thereto or in any other document documents and arrangements, and the Company agrees to file promptly any amendment or arrangementsupplement to the Registration Statement or the Prospectus which, in the reasonable opinion of the Representative’s Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 12 with like effect as if it had originally been a party to this Agreement with respect to such Default Securities.

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Units that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesUnits to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Units set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Units that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Units without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the remaining nonaggregate number of Firm Units with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Units to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeUnderwriters and the Partnership for the purchase of such Firm Units are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyMarkWest Parties, except that the Company MarkWest Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 5 7 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to such case, the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Company may MarkWest Parties shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” 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 11, purchases Units that a defaulting Underwriter agreed but failed to purchase.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Stockholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase Additional Shares or (b) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder. If this Agreement shall be terminated by reason of the default of one or more of the Underwriters, the Company shall not be obligated to reimburse any expenses of the Underwriters, but will be obligated to pay its own expenses pursuant to Section 7 above.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Shareholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Shareholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Underwriters' Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesUnderwriters' Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Underwriters' Securities set forth opposite their respective names in Schedule A to such Terms the Underwriting Agreement bears to the total number of shares or the aggregate principal amount of Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Underwriters' Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount of Underwriters' Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities and the remaining nonaggregate amount of Underwriters' Securities with respect to which such default occurs is more than one-defaulting tenth of the aggregate amount of Underwriters' Securities to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManager and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Manager or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and if arrangements satisfactory to you, and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate (other than with respect to (a) expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and (b) the indemnification and contribution obligations of the Company and the Underwriters as provided in Section 7 hereof) without liability on the part of any non-defaulting Underwriter or the Company, except that . In any such case you shall have the Company will continue right to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (x) terminate their obligation hereunder to purchase Additional Shares or (y) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (other than by reason of a default by any of the Underwriters described in the preceding paragraph), or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and if arrangements satisfactory to you, the Terms Company and the Firm Share Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate (other than with respect to (i) expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and (ii) the indemnification and contribution obligations of the Sellers and the Underwriters as provided in Section 8 hereof) without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Firm Share Selling Stockholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability to the Company and/or the non-defaulting Underwriters, as the case may be, arising out of or related to any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing any Delivery Date, any one or more of the Underwriters shall fail or refuse Underwriter defaults in its obligations to purchase Securities which the Stock that it or they have has agreed to purchase under any Terms this Agreement, and the number of shares or the aggregate principal amount of Securities Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the total number of shares or aggregate principal amount of Stock to be purchased on such date, the SecuritiesRepresentatives may make arrangements satisfactory to the Company for the purchase of such Stock by other persons, including any of the Underwriters, but if no such arrangements are made by such dates, the other Underwriters shall be obligated severallyobligated, severally and not jointly, in the proportions that the number of shares or principal amount of Securities Firm Stock set forth opposite their respective names in on Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Stock set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, Underwriters to purchase the Securities Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities that . (b) If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Stock that it has agreed to purchase pursuant to such Terms Agreement be increased pursuant to under this Section 8 by an amount in excess of one-tenth of such principal Agreement, and the aggregate amount of Securities without the written consent of Stock which such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase exceeds 10% of the aggregate amount of Stock to be purchased on such date, the Terms Agreement shall terminate without liability on the part of any remaining non-defaulting Underwriter or the Company, except that the Company will continue to be liable Underwriters may in their discretion arrange for the payment purchase of expenses to such Stock by the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a non-defaulting Underwriter of any liability it may have Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for damages caused by its default. If the purchase of such Stock, then the Company shall be entitled to a further period of 36 hours within which to procure other underwriters are obligated or agree persons satisfactory to the non-defaulting Underwriters to purchase such Stock on such terms. In the Securities event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of a such Stock, or the Company notifies the non-defaulting or withdrawing UnderwriterUnderwriters that it has so arranged for the purchase of such Stock, either the Representatives non-defaulting Underwriters or the Company may postpone the Closing such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” 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 Stock that a defaulting Underwriter agreed but failed to purchase. (c) If, after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraphs (a) and (b) above, the total number of shares of Stock that remains unpurchased exceeds one-tenth of the total number of shares of all the Stock, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Operating Partnership, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 hereof and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Operating Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. If, If on the Closing DateDate or the Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Debt Securities which that it has or they have agreed to purchase under any Terms Agreementon such date, and the number of shares or the aggregate principal amount of Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesDebt Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Initial Debt Securities set forth opposite their respective names in Schedule A to such Terms Agreement above bears to the total number of shares or the aggregate principal amount of Initial Debt Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event . If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Initial Debt Securities and the number of shares or principal aggregate amount of Initial Debt Securities that any Underwriter has agreed with respect to purchase pursuant to which such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of default occurs is more than one-tenth of such principal the aggregate amount of Initial Debt Securities without the written consent of to be purchased on such Underwriter. If the foregoing maximums are exceededdate, the remaining non-defaulting Underwriters, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Initial Debt Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives or the Company may shall have the right to postpone the Closing Date but in no event for up to longer then seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if 5 any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other documents or arrangements may be effected. If on the Date of Delivery any Underwriter or Underwriters shall fail or refuse to purchase Option Debt Securities and the aggregate amount of Option Debt Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Option Debt Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Debt Securities or (ii) purchase not less than the amount of Option Debt Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement." Notices: Notices to the Underwriters shall be directed to the Representatives c/o Morgan ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇; and notices to the Company shall be directed to it at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, attention of Vice President and Assistant Treasurer, with copies to the attention of the Company's Legal Department and to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, attention of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. Except as otherwise noted above, all provisions contained in the Standard Provisions, a copy of which is attached hereto, are hereby incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that if any term defined in such document is otherwise defined herein, the definition set forth herein shall control. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO INCORPORATED ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇, INCORPORATED ▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC. acting severally on behalf of themselves and the Underwriters named herein By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ III -------------------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ III Title: Executive Director Accepted: THE ▇▇▇▇ DISNEY COMPANY By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ -------------------------------- Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Senior Vice President and Treasurer Dated: October 17, 2001 7 THE ▇▇▇▇ DISNEY COMPANY UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES) October 17, 2001 From time to time, The ▇▇▇▇ Disney Company, a Delaware corporation (the "Company"), may enter into one or arrangementmore underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as "this Agreement." Terms defined in the Underwriting Agreement are used herein as therein defined. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement including a prospectus, which, among other things, relates to the Debt Securities and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a prospectus supplement (the "Prospectus Supplement") specifically relating to the Debt Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the "1933 Act"), and/or a term sheet or an abbreviated term sheet (each, a "Term Sheet"), pursuant to Rule 434 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"), specifically relating to the Debt Securities. The term Registration Statement means the registration statement as amended to the date of this Agreement and shall include any related Registration Statement filed pursuant to Rule 462(b) of the 1933 Act Regulations. The term Basic Prospectus means the prospectus included in the Registration Statement at the time the Registration Statement was declared effective by the Commission. The term Prospectus means the Basic Prospectus together with the final Prospectus Supplement relating to the offering of the Debt Securities, each in the form furnished to the Underwriters by the Company for use in connection with the offering of the Debt Securities, as from time to time amended or supplemented in accordance with the 1933 Act, except that if any revised prospectus or prospectus supplement shall be provided to the Underwriters by the Company for use in connection with the offering of the Debt Securities which differs from the prospectus or prospectus supplement on file at the Commission (whether or not such revised prospectus or prospectus supplement is required to be filed by the Company pursuant to Rule 424 under the 1933 Act Regulations), the term "Prospectus" shall refer to the prospectus and prospectus supplement, as so revised, from and after the time it is first provided to the Underwriters for such use; provided, however, that if the Company elects to rely upon Rule 434 of the 1933 Act Regulations, then all references to the Prospectus shall be deemed to refer to the final or preliminary prospectus and the Term Sheet relating to the Debt Securities in the form furnished to the Underwriters by the Company in reliance upon Rule 434 of the 1933 Act Regulations (in which case, all references in this Agreement to the date of the Prospectus shall mean the date of such Term Sheet). The term preliminary prospectus means a preliminary prospectus supplement specifically relating to the Debt Securities together with the Basic Prospectus. Any reference herein to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents, financial statements and schedules incorporated by reference therein or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents, financial statements and schedules filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date hereof, and so incorporated by reference or deemed to be incorporated therein (such incorporated documents, financial statements and schedules being herein called the "Incorporated Documents"). Notwithstanding the foregoing, for purposes of this Agreement any prospectus, prospectus supplement, term sheet or abbreviated term sheet prepared or filed with respect to an offering pursuant to the Registration Statement of a series of securities other than the Debt Securities shall not be deemed to have supplemented the Prospectus.

Defaulting Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement II bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 14 by an amount in excess of one-tenth their relative proportion of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you, the Terms Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Stockholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities which the Debentures that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesDebentures to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Debentures set forth opposite their respective names in Schedule A I to such Terms this Agreement bears to the total number of shares or the aggregate principal amount of Securities Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Debentures that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Securities Debentures without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase the remaining nonDebentures that it has or they have agreed to purchase and the aggregate amount of Debentures with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate amount of Debentures to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agree, shall have Representative and the right, but shall Company for the purchase of such Debentures are not be obligated, to purchase, in made within 36 hours after such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchasedefault, the Terms Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Representative or the Company may shall have the right to postpone the Closing Date but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under the Underwriting Agreement. If the Underwriting Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of the Underwriting Agreement, or if for any reason the Company shall be unable to perform its obligations under the Underwriting Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated the Underwriting Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Underwriting Agreement or the offering of the Debentures. If the Underwriting Agreement shall be terminated by the Company because of any failure or refusal on the part of the Underwriters to comply with the terms or to fulfill any of the conditions of the Underwriting Agreement, or if for any reason the Underwriters shall be unable to perform their obligations under the Underwriting Agreement, the Underwriters will reimburse the Company for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by the Company in connection with the Underwriting Agreement or the offering of the Debentures.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesOffered Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Offered Securities set forth opposite their respective names in Schedule A to such the applicable Terms Agreement bears to the total number of shares or the aggregate principal amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the number of shares or principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Offered Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Offered Securities and the aggregate amount of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Offered Securities to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Closing Date with respect to any Option Securities, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate number of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Option Securities to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Option Securities or (ii) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (other than pursuant to the provisions of Section 10, with the exception of subsection (a)(v) thereof), or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities which the Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities such Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesBonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters Underwriter shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities such Bonds set forth opposite their respective names in Schedule A to such Terms Agreement I hereto bears to the total number of shares or the aggregate principal amount of Securities such Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities the Bonds that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount of Securities such Bonds without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Bonds and the remaining non-defaulting Underwritersaggregate amount of such Bonds with respect to which such default occurs is more than one tenth of the aggregate amount of such Bonds to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Bonds are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (b) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities Notes which it or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesNotes to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Notes set forth opposite their respective names in Schedule A to such Terms the Underwriting Agreement bears to the total number of shares or the aggregate principal amount of Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Notes that any Underwriter has agreed to purchase pursuant to such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Securities Notes without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date any Underwriter or Underwriters shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date, and the remaining nonaggregate principal amount of Notes with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate principal amount of Notes to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManager and the Company for the purchase of such Notes are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Manager or the Company may shall have the right to postpone the Closing Date but in no event for up to longer than seven full business days days, in order to effect any changes that the required changes, if any, in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or any Option Closing Date, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Operating Partnership), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If after such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or any Option Closing Date, as the case may be, the other Underwriters shall fail or refuse be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase Securities which it or they have agreed hereunder, to purchase under any Terms Agreement, and the number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused (b) if the aggregate number of Shares with respect to purchase is not more than one-tenth which such default shall occur exceeds 10% of the total number of shares Shares to be purchased on the Closing Date or aggregate principal amount of any Option Closing Date, as the Securitiescase may be, the other Underwriters shall be obligated severally, in the proportions that the number of shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total number of shares Company or the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities that any Underwriter has agreed to purchase pursuant to such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall Representative will have the right, but shall not be obligatedby written notice given within the next 36-hour period to the parties to this Agreement, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms terminate this Agreement shall terminate without liability on the part of any non-defaulting Underwriter the nondefaulting Underwriters or of the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 6 and 108 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Securities Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company may postpone the Closing Date or any Option Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities which the Notes set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesNotes of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities such Notes set forth opposite their respective names in Schedule A to such Terms Agreement I hereto bears to the total number of shares or the aggregate principal amount of Securities such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Barclays may specify, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities the Notes that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount of Securities such Notes without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase such Notes and the aggregate amount of such Notes with respect to which such default occurs is more than one-tenth of the aggregate amount of such Notes to be purchased on such date, and arrangements satisfactory to Barclays and the Terms Company for the purchase of such Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Barclays or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Debt Securities which that it has or they have agreed to purchase under any Terms Agreementon such date, and the number of shares or the aggregate principal amount of Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesDebt Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Debt Securities set forth opposite their respective names in Schedule A to such Terms Agreement above bears to the total number of shares or the aggregate principal amount of Debt Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event . If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Debt Securities and the number of shares or principal aggregate amount of Debt Securities that any Underwriter has agreed with respect to purchase pursuant to which such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of default occurs is more than one-tenth of such principal the aggregate amount of Debt Securities without the written consent of to be purchased on such Underwriter. If the foregoing maximums are exceededdate, the remaining non-defaulting Underwriters, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Debt Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives or the Company may shall have the right to postpone the Closing Date but in no event for up to longer then seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Units that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesUnits to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Units set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Units that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Units without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the remaining nonaggregate number of Firm Units with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Units to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Partnership for the purchase of such Firm Units are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the CompanyMarkWest Parties, except that the Company MarkWest Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 5 6 and 109. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch case, either the Representatives or the Company may MarkWest Parties shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. If this Agreement shall be terminated by the Underwriters (other than as a result of the events described in Section 9 or this Section 10), or any of them, because of any failure or refusal on the part of the MarkWest Parties to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the MarkWest Parties shall be unable to perform their respective obligations under this Agreement, the MarkWest Parties will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. (a) If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which the Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; , provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 12(a) by an amount in excess of one-tenth ninth of such principal amount number of Securities the Shares without the written consent of such Underwriter. If . (b) If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase the remaining nonShares and the aggregate number of the Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of the Shares to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company, shall have as applicable, for the rightpurchase of such Shares are not made within 36 hours after such default, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10as applicable. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives or the Company may Company, as applicable, shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, the ADR Registration Statement, the Time of Sale 27 Prospectus or any supplement thereto the Prospectus, or in any other document documents or arrangementarrangements, may be effected. (c) If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (b) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this Section 12(c) shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (d) If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or any Operating Subsidiary to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or any Operating Subsidiary shall be unable to perform its obligations under this Agreement, the Company or such Operating Subsidiary will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and if arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate (other than with respect to (i) expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and (ii) the indemnification and contribution obligations of the Company, the Selling Stockholders and the Underwriters as provided in Section 8) without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanySelling Stockholders. In any such case, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on any Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Selling Stockholders to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or Selling Stockholders shall be unable to perform their respective obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) Table of Contents reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or ------------------------ the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Shareholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Shareholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities Notes which it or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesNotes to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Notes set forth opposite their respective names in Schedule A to such Terms Agreement 1 bears to the total number of shares or the aggregate principal amount of Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Underwriters may specify, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Notes that any Underwriter has agreed to purchase pursuant to such Terms Agreement Section 1 be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount of Securities Notes without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date any Underwriter or Underwriters shall fail or refuse to purchase Notes which it or they have agreed to purchase hereunder on such date, and the remaining nonaggregate principal amount of Notes with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate principal amount of Notes to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeUnderwriters and the Company for the purchase of such Notes are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Underwriters or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that the required changes, if any, in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement or any condition of the Underwriters' obligations cannot be fulfilled, the Company agrees to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by such Underwriters in connection with this Agreement and the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed are obligated to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities which Shares that such defaulting Underwriter or Underwriters agreed is obligated but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed is obligated but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that . In any such case you shall have the Company will continue right to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters is obligated but shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the Securitiessuch Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement C bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of such Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 18 by an amount in excess of one-tenth ninth of such principal amount number of Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Pricing Prospectus, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (i) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date, or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Equity Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesEquity Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Equity Securities set forth opposite their respective names in Schedule A to such Terms the Underwriting Agreement bears to the total number of shares or the aggregate principal amount of Equity Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Equity Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Equity Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Equity Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersClosing Date, or those other underwriters the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Equity Securities and the aggregate amount of Equity Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Equity Securities to be purchased on such date, and arrangements satisfactory to the Representatives who so agreeManagers and the Company for the purchase of such Equity Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Managers or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Shareholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Shareholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities which the Notes set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesNotes of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities such Notes set forth opposite their respective names in Schedule A to such Terms Agreement I hereto bears to the total number of shares or the aggregate principal amount of Securities such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities the Notes that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount of Securities such Notes without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase such Notes and the aggregate amount of such Notes with respect to which such default occurs is more than one-tenth of the aggregate amount of such Notes to be purchased on such date, and arrangements satisfactory to and the Terms Company for the purchase of such Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Stockholder for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case either you or the Company, except that relevant Sellers shall have the Company will continue right to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount the Shares to be purchased by all of the SecuritiesUnderwriters on such date, the other Underwriters may make arrangements satisfactory to the Representatives for the purchase of such Shares by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the applicable Closing Date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all the Underwriters at such time hereunder, and arrangements satisfactory to the Representatives for the purchase of such Firm Shares are exceedednot made within 36 hours after such default, for the remaining purchase by other persons (who may include one or more of the non-defaulting Underwriters, or those other underwriters satisfactory including the Representatives) of the Shares with respect to the Representatives who so agreewhich such default occurs, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that Company other than as provided in Section 7.5 hereof. In the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter event of any liability it may have to the Company for damages caused default by its default. If other underwriters are obligated one or agree to purchase the Securities of a defaulting or withdrawing Underwritermore Underwriters as described in this Section 10, either the Representatives or shall have the Company may right to postpone the Closing Date or the Option Closing Date, as the case may be, established as provided in Section 3 hereof, but in no event for up to longer than seven full (7) business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements for the purchase and delivery of the Shares may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-non defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth one ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-non defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I annexed hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the remaining nonaggregate number of Firm Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Shares to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Firm Shares are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyOperating Partnership, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Section 7. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch case, either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up longer than seven days, unless otherwise agreed to seven full business days by the Company and the Representatives, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Securities which Units that it or they have agreed to purchase under hereunder on either the Closing Date or any Terms AgreementAdditional Closing Date, and the aggregate number of shares or the aggregate principal amount of Securities which Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesUnits that the Underwriters are obligated to purchase on such date, the other Underwriters each non-defaulting Underwriter shall be obligated obligated, severally, in the proportions that proportion in which the number of shares or principal amount of Securities Units set forth opposite their respective names its name in Schedule A to such Terms Agreement I hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, Underwriters or in such other proportions proportion as you may specify in the Representatives may specifyAgreement Among Underwriters, to purchase the Securities which Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase. If any Underwriter or Underwriters shall fail or refuse to purchase Units on such date; provided that in no event shall either the Closing Date or any Additional Closing Date and the aggregate number of shares or principal amount of Securities that any Underwriter has agreed Units with respect to purchase pursuant to which such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of default occurs is more than one-tenth of the aggregate number of Firm Units that the Underwriters are obligated to purchase on such principal amount date and arrangements satisfactory to you and the Partnership or, in the case of Securities without the written consent Additional Units, the Selling Unitholders, for the purchase of such Underwriter. If the foregoing maximums Units are exceedednot made within 48 hours after such default, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Partnership or the CompanySelling Unitholders (provided that if such default occurs with respect to Additional Units, except that the Company this Agreement will continue to be liable for the payment of expenses not terminate as to the extent set forth Firm Units or any Additional Units purchased prior to such termination). In any such case that does not result in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter termination of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriterthis Agreement, either the Representatives you or the Company may Partnership shall have the right to postpone the Closing Date or Additional Closing Date, as applicable, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and the Prospectus or any supplement thereto other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any other document or arrangementsuch default of any such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities which Underwriters’ Notes that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities Underwriters’ Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesUnderwriters’ Notes to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Underwriters’ Notes set forth opposite their respective names in Schedule A to such Terms the Underwriting Agreement bears to the total number of shares or the aggregate principal amount of Securities Underwriters’ Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities Underwriters’ Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the number of shares or principal amount of Securities Underwriters’ Notes that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Securities Underwriters’ Notes without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters’ Notes and the remaining nonaggregate amount of Underwriters’ Notes with respect to which such default occurs is more than one-defaulting tenth of the aggregate amount of Underwriters’ Notes to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeRepresentative and the Company for the purchase of such Underwriters’ Notes are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Representative or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Underwriters' Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Underwriters' Securities which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesUnderwriters' Securities to be purchased on such date, the other Underwriters shall be obligated severallyobligated, severally in the proportions that the number of shares or principal amount of Underwriters' Securities set forth opposite their respective names in Schedule A to such Terms the Underwriting Agreement bears to the total number of shares or the aggregate principal amount of Underwriters' Securities set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Underwriters' Securities that any Underwriter has agreed to purchase pursuant to such Terms the Underwriting Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount of Underwriters' Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities and the remaining nonaggregate amount of Underwriters' Securities with respect to which such default occurs is more than one-defaulting tenth of the aggregate amount of Underwriters' Securities to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agree, shall have Manager and the right, but shall Company for the purchase of such Underwriters' Securities are not be obligated, to purchase, in made within 36 hours after such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchasedefault, the Terms Underwriting Agreement shall terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch case, either the Representatives Manager or the Company may shall have the right to postpone the Closing Date but in no event for up to long than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under the Underwriting Agreement. If the Underwriting Agreement shall be terminated by the Underwriters, or any of them, pursuant to Section 8(b) or if the purchase of the Underwriters' Securities by the Underwriters is not consummated because of any failure or refusal on the part of the Company to comply with the terms or because any of the conditions of the Underwriting Agreement are not fulfilled, or if for any reason the Company shall be unable to perform its obligations under the Underwriting Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated the Underwriting Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Underwriting Agreement or the offering of the Offered Securities.

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I or Schedule II bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Securities which Firm Units that it or they have agreed to purchase under any Terms Agreementhereunder, and the aggregate number of shares or the aggregate principal amount of Securities which Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesFirm Units, the other Underwriters each non-defaulting Underwriter shall be obligated obligated, severally, in the proportions that proportion in which the number of shares or principal amount of Securities Firm Units set forth opposite their respective names its name in Schedule A to such Terms Agreement I hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, Underwriters or in such other proportions proportion as the Representatives Underwriters may specifyspecify in the Agreement Among Underwriters of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., to purchase the Securities which Firm Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase. If any one or more of the Underwriters shall fail or refuse to purchase on such date; provided that in no event shall Firm Units and the aggregate number of shares or principal amount of Securities that any Underwriter has agreed Firm Units with respect to purchase pursuant to which such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of default occurs is more than one-tenth of such principal amount the aggregate number of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters Firm Units and arrangements satisfactory to the Representatives who so agreeUnderwriters and the Partnership Parties for the purchase of such Firm Units are not made within 48 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except Partnership Entities. In any such case that the Company will continue to be liable for the payment does not result in termination of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriterthis Agreement, either the Representatives Underwriters or the Company may Partnership Parties shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and the Prospectus or any supplement thereto other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any other document such default of any such Underwriter or arrangementUnderwriters under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to purchase.

Defaulting Underwriters. If, on the Closing Date or the Option Closing ----------------------- Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the ---------- names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more either of the Underwriters shall fail or refuse to purchase Offered Securities which that it or they have has agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesOffered Securities to be purchased on such date, the other Underwriters Underwriter shall be obligated severally, in the proportions that the number of shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total number of shares or the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Offered Securities that any Underwriter either of the Underwriters has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Offered Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, either or both of the remaining nonUnderwriters shall fail or refuse to purchase Offered Securities and the aggregate amount of Offered Securities with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate amount of Offered Securities to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Manager or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or either of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement II bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 13 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you, the Terms Company and the Selling Shareholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Shareholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement in the Time of Sale Prospectus and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, such defaulting Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or any Option Closing Date, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Partnership or the Advisor), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If after such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or any Option Closing date, as the case may be, the other Underwriters shall fail or refuse be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase Securities which it or they have agreed hereunder, to purchase under any Terms Agreement, and the number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused (b) if the aggregate number of Shares with respect to purchase is not more than one-tenth which such default shall occur exceeds 10% of the total number of shares Shares to be purchased on the Closing Date or aggregate principal amount of any Option Closing Date, as the Securitiescase may be, the other Underwriters shall be obligated severally, in the proportions that the number of shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total number of shares Company or the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities that any Underwriter has agreed to purchase pursuant to such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall Representative will have the right, but shall not be obligatedby written notice given within the next 36-hour period to the parties to this Agreement, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms terminate this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter Underwriters or of the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 7 and 1010 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Securities Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company may postpone the Closing Date or any Option Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesOffered Securities to be purchased on such date, the other nondefaulting Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Offered Securities set forth opposite their respective names in Schedule A to such Terms Agreement above bears to the total number of shares or the aggregate principal amount of Offered Securities set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Offered Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities and the remaining nonaggregate amount of Offered Securities with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate amount of Offered Securities to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Manager or the Company may shall have the right to postpone the Closing Date but in no event for up to longer then seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document or arrangement.documents or

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase and pay for the Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesSecurities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total number of shares or the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the number of shares or principal amount of Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount of Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase and pay for the Securities 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, and arrangements satisfactory to you and the Terms Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of 22 Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that . In any such case you shall have the Company will continue right to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date, 9.1. If any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it or they have agreed to purchase under any Terms Agreementhereunder, and the aggregate number of shares or the aggregate principal amount of Securities which Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth (1/10) of the total aggregate number of shares or aggregate principal amount the Shares (including after giving effect to any arrangements between you and the Company for the purchase of the SecuritiesShares as referred to under Section 9.2 hereof), the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other Underwriters persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date or any Additional Closing Date, each non-defaulting Underwriter shall be obligated obligated, severally, in the proportions that proportion in which the number of shares or principal amount of Securities Shares set forth opposite their respective names its name in Schedule A to such Terms Agreement I hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Shares set forth opposite the names of all such non-defaulting Underwriters, Underwriters or in such other proportions proportion as you may specify in any agreement among the Representatives may specifyUnderwriters, to purchase the Securities which Shares that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase. 9.2. If (a) any Underwriter or Underwriters shall fail or refuse to purchase the Shares on such date; provided that in no event shall the Closing Date or any Additional Closing Date, (b) the aggregate number of shares or principal amount of Securities that any Underwriter has agreed Shares with respect to purchase pursuant to which such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of default occurs is more than one-tenth (1/10) of the aggregate number of Shares to be purchased on such Closing Date and (c) arrangements satisfactory to you and the Company for the purchase of such principal amount of Securities without Shares are not made within forty-eight (48) hours after such default, either you or the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Company shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms right to: (i) terminate this Agreement shall terminate without any liability on the part of any non-defaulting Underwriter or the Companyor, except that the Company will continue to be liable for the payment of expenses to the extent set forth as provided in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of 6 hereof (provided that if such default occurs with respect to any liability it may have Additional Shares after the Closing Date, this Agreement will not terminate as to the Company for damages caused by its default. If other underwriters are obligated Firm Shares or agree any Additional Shares purchased prior to purchase such termination), the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may Company; or (ii) postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, the Time of Sale Information and the Prospectus or any supplement thereto other documents or arrangements may be effected. 9.3. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any other document or arrangementsuch default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Partnership or the Advisor), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If after such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall fail or refuse be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase Securities which it or they have agreed hereunder, to purchase under any Terms Agreement, and the number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused (b) if the aggregate number of Shares with respect to purchase is not more than one-tenth which such default shall occur exceeds 10% of the total number of shares Shares to be purchased on the Closing Date or aggregate principal amount of the SecuritiesOption Closing Date, as the case may be, the other Underwriters shall be obligated severally, in the proportions that the number of shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total number of shares Company or the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities that any Underwriter has agreed to purchase pursuant to such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall Representative will have the right, but shall not be obligatedby written notice given within the next 36-hour period to the parties to this Agreement, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms terminate this Agreement shall terminate without liability on the part of any the non-defaulting Underwriter Underwriters or of the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 7 and 1010 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Securities Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company may postpone the Closing Date or the Option Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. [Applicable only if there is more than one Underwriter of the Offered Securities.] If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities which of any series that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Offered Securities of such series which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesOffered Securities of such series to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Offered Securities of such series set forth opposite their respective names in Schedule A to such Terms Agreement above bears to the total number of shares or the aggregate principal amount of Offered Securities of such series set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Offered Securities of any series that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Offered Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities of any series and the remaining nonaggregate amount of Offered Securities with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate amount of Offered Securities of such series to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManagers and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate with respect to such series of Offered Securities without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Manager or the Company may shall have the right to postpone the Closing Date but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Under writers in connection with this Agreement or the offering of the Offered Securities.

Defaulting Underwriters. If, on the Closing Date or any Option Closing Date, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Partnership or the Advisor), the Representative shall use its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If after such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or any Option Closing date, as the case may be, the other Underwriters shall fail or refuse be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase Securities which it or they have agreed hereunder, to purchase under any Terms Agreement, and the number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused (b) if the aggregate number of Shares with respect to purchase is not more than one-tenth which such default shall occur exceeds 10% of the total number of shares Shares to be purchased on the Closing Date or aggregate principal amount of any Option Closing Date, as the Securitiescase may be, the other Underwriters shall be obligated severally, in the proportions that the number of shares or principal amount of Securities set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total number of shares Company or the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities that any Underwriter has agreed to purchase pursuant to such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall Representative will have the right, but shall not be obligatedby written notice given within the next 36-hour period to the parties to this Agreement, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms terminate this Agreement shall terminate without liability on the part of any non-defaulting Underwriter the nondefaulting Underwriters or of the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 7 and 109 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters Underwriters are obligated or agree to purchase the Securities Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Company may postpone the Closing Date or any Option Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document or arrangement.

Defaulting Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I annexed hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the remaining nonaggregate number of Firm Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Shares to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Firm Shares are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyOperating Partnership, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Section 3(l). Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch case, either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up longer than seven days, unless otherwise agreed to seven full business days by the Company and the Representatives, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule SCHEDULE A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Stockholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the Sellers' obligations under this Agreement (including without limitation a failure of any Selling Stockholder to sell and deliver the Shares covered in Section 18), or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers, severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Stockholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Seller which so fails or refuses to comply or is unable to perform will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or the Option ----------------------- Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the ---------- names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Underwriters' Securities which that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesUnderwriters' Securities to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Underwriters' Securities set forth opposite their respective names in Schedule A to such Terms Agreement above bears to the total number of shares or the aggregate principal amount of Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Underwriters' Securities that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 If this Agreement shall be terminated by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among any of them, all the Securities. If the remaining Underwriters because of any failure or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms Agreement shall terminate without liability refusal on the part of the Company to comply with the terms or to fulfill any non-defaulting Underwriter of the conditions of this Agreement, or if for any reason the CompanyCompany shall be unable to perform its obligations under this Agreement, except that the Company will continue reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to be liable themselves, severally, for all out-of-pocket expenses (including the payment fees and disbursements of expenses to the extent set forth their counsel) reasonably incurred by such Underwriters in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives connection with this Agreement or the Company may postpone offering of the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document or arrangementOffered Securities.

Defaulting Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Securities which Firm Units that it or they have agreed to purchase under any Terms Agreementhereunder, and the aggregate number of shares or the aggregate principal amount of Securities which Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesFirm Units, the other Underwriters each non-defaulting Underwriter shall be obligated obligated, severally, in the proportions that proportion in which the number of shares or principal amount of Securities Firm Units set forth opposite their respective names its name in Schedule A to such Terms Agreement I hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, Underwriters or in such other proportions proportion as the Representatives Underwriters may specifyspecify in the Agreement Among Underwriters of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., to purchase the Securities which Firm Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase. If any one or more of the Underwriters shall fail or refuse to purchase on such date; provided that in no event shall Firm Units and the aggregate number of shares or principal amount of Securities that any Underwriter has agreed Firm Units with respect to purchase pursuant to which such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of default occurs is more than one-tenth of such principal amount the aggregate number of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters Firm Units and arrangements satisfactory to the Representatives who so agreeUnderwriters and the Partnership Parties for the purchase of such Firm Units are not made within 48 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except Partnership Entities. In any such case that the Company will continue to be liable for the payment does not result in termination of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriterthis Agreement, either the Representatives Underwriters or the Company may Partnership Parties shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and the Prospectus or any supplement thereto other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any other document such default of any such Underwriter or arrangementUnderwriters under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representative’s approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to purchase.

Defaulting Underwriters. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities which the Bonds set forth opposite the name of such Underwriter or Underwriters in Schedule I hereto that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Securities such Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesBonds of such Underwriter or Underwriters to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities such Bonds set forth opposite their respective names in Schedule A to such Terms Agreement I hereto bears to the total number of shares or the aggregate principal amount of Securities such Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities the Bonds that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 10 by an amount in excess of one-tenth ninth of such principal amount of Securities such Bonds without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase such Bonds and the remaining non-defaulting Underwritersaggregate amount of such Bonds with respect to which such default occurs is more than one tenth of the aggregate amount of such Bonds to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Bonds are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (a) If this Agreement shall be terminated by the Underwriters because any condition to the obligation of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. IfThis Agreement shall become effective upon the later of (x) execution and delivery hereof by the parties hereto and (y) release of notification of the effectiveness of the Registration Statement (or, if applicable, any post-effective amendment) by the Commission. If on the Closing Date or the Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares which it or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Shares set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Underwritten Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms Agreement Section 1 be increased pursuant to this Section 8 9 by an amount in excess of one-tenth of such principal amount number of Securities Shares without the written consent of such Underwriter. If on the foregoing maximums are exceededClosing Date or the Additional Closing Date, as the remaining noncase may be, any Underwriter or Underwriters shall fail or refuse to purchase Shares which it or they have agreed to purchase hereunder on such date, and the aggregate number of Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Shares to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Shares are not made within 36 hours after such default, shall have this Agreement (or the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all obligations of the Securities. If the remaining several Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which Option Shares, as the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms Agreement case may be) shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date (or, in the case of the Option Shares, the Additional Closing Date), but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements that may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. [Applicable only if there is more than one Underwriter of the Offered Securities.] If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities which of any series that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the number of shares or the aggregate principal amount of Offered Securities of such series which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of shares or aggregate principal amount of the SecuritiesOffered Securities of such series to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Offered Securities of such series set forth opposite their respective names in Schedule A to such Terms Agreement above bears to the total number of shares or the aggregate principal amount of Offered Securities of such series set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives Managers may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Offered Securities of any series that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 by an amount in excess of one-tenth ninth of such principal amount of Offered Securities without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities of any series and the remaining nonaggregate amount of Offered Securities with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate amount of Offered Securities of such series to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeManagers and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate with respect to such series of Offered Securities without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives Manager or the Company may shall have the right to postpone the Closing Date but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering of the Offered Securities.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I annexed hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the remaining nonaggregate number of Firm Shares with respect to which such default occurs is more than one-defaulting Underwriterstenth of the aggregate number of Firm Shares to be purchased on such date, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such Firm Shares are not made within 36 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the CompanyOperating Partnership, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Section 3(n). Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwritersuch case, either the Representatives or the Company may shall have the right to postpone the Closing Date Date, but in no event for up longer than seven days, unless otherwise agreed to seven full business days by the Company and the Representatives, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Defaulting Underwriters. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you, the Terms Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10Selling Stockholders. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may relevant Sellers shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangement24 arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase Additional Shares or (b) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities which Shares that it has or they have agreed to purchase under any Terms Agreementhereunder on such date, and the aggregate number of shares or the aggregate principal amount of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesShares to be purchased on such date, the other Underwriters shall be obligated severally, severally in the proportions that the number of shares or principal amount of Securities Firm Shares set forth opposite their respective names in Schedule A to such Terms Agreement I bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of shares or principal amount of Securities Shares that any Underwriter has agreed to purchase pursuant to such Terms this Agreement be increased pursuant to this Section 8 9 by an amount in excess of one-tenth ninth of such principal amount number of Securities Shares without the written consent of such Underwriter. If If, on the foregoing maximums are exceededClosing Date, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the 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 Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting any Underwriter or Underwriters agreed but failed shall fail or refuse to purchasepurchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, and arrangements satisfactory to you and the Terms Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of In any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, such case either the Representatives you or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and in the Prospectus or any supplement thereto or in any other document documents or arrangementarrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Defaulting Underwriters. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Securities which Firm Units that it or they have agreed to purchase under any Terms Agreementhereunder, and the aggregate number of shares or the aggregate principal amount of Securities which Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total aggregate number of shares or aggregate principal amount of the SecuritiesFirm Units, the other Underwriters each non-defaulting Underwriter shall be obligated obligated, severally, in the proportions that proportion in which the number of shares or principal amount of Securities Firm Units set forth opposite their respective names its name in Schedule A to such Terms Agreement I hereto bears to the total aggregate number of shares or the aggregate principal amount of Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, Underwriters or in such other proportions proportion as the Representatives Underwriters may specifyspecify in the Agreement Among Underwriters of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., to purchase the Securities which Firm Units that such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase. If any one or more of the Underwriters shall fail or refuse to purchase on such date; provided that in no event shall Firm Units and the aggregate number of shares or principal amount of Securities that any Underwriter has agreed Firm Units with respect to purchase pursuant to which such Terms Agreement be increased pursuant to this Section 8 by an amount in excess of default occurs is more than one-tenth of such principal amount the aggregate number of Securities without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters Firm Units and arrangements satisfactory to the Representatives who so agreeUnderwriters and the Partnership Parties for the purchase of such Firm Units are not made within 48 hours after such default, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securities. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the number of shares or principal amount which the defaulting Underwriter or Underwriters agreed but failed to purchase, the Terms this Agreement shall will terminate without liability on the part of any non-defaulting Underwriter or the Company, except Partnership Parties. In any such case that the Company will continue to be liable for the payment does not result in termination of expenses to the extent set forth in Sections 5 and 10. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriterthis Agreement, either the Representatives Underwriters or the Company may Partnership Parties shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days (7) days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary required changes, if any, in the Registration Statement, Statement and the Prospectus or any supplement thereto other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any other document such default of any such Underwriter or arrangementUnderwriters under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the Representatives’ approval and the approval of the Partnership, purchases Units that a defaulting Underwriter is obligated, but fails or refuses, to purchase.

Defaulting Underwriters. If, on the Closing Date, If any one Underwriter or more of the Underwriters shall fail default in its or refuse their obligations to purchase Securities which it or they have agreed to purchase under the Shares hereunder on any Terms Agreement, Closing Date and the aggregate number of shares or the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on the Closing Date or aggregate principal amount of the SecuritiesOption Closing Date, as the case may be, the other Underwriters shall be obligated severally, in the proportions that the number of shares or principal amount of Securities set forth opposite proportion to their respective names in Schedule A to such Terms Agreement bears to the total number of shares or the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specifycommitments hereunder, to purchase the Securities shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event the Closing Date or the Option Closing Date, as the case may be. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or principal amount defaults occur is more than ten percent (10%) of Securities that any Underwriter has agreed the total number of shares to purchase pursuant to such Terms Agreement be increased pursuant to this Section 8 purchased by an amount in excess of one-tenth of such principal amount of Securities without all Underwriters on the written consent of such Underwriter. If Closing Date or the foregoing maximums are exceededOption Closing Date, as the remaining non-defaulting Underwriterscase may be, or those other underwriters and arrangements satisfactory to the Representatives who so agreeand the Company for the purchase of such shares by other persons are not made within forty‑eight (48) hours after such default, this Agreement shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Securitiesterminate. If the remaining Underwriters or other underwriters satisfactory substituted Underwriters are required hereby or agree to take up all or part of the Representatives do not elect to purchase the number Shares of shares or principal amount which the a defaulting Underwriter or Underwriters agreed but failed on the Closing Date or the Option Closing Date, as the case may be, as provided in this Section 10, (i) the Company shall have the right to purchasepostpone the Closing Date or the Option Closing Date, as the Terms case may be, for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall terminate be without liability on the part of any non-defaulting non‑defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 10. Nothing contained herein 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date for up to seven not terminate and shall remain in full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or any supplement thereto or in any other document or arrangementforce and effect.