Common use of Defaulting Underwriters Clause in Contracts

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. 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 Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Stock that the defaulting Underwriter agreed but failed to purchase on the such Delivery Date in the respective proportions which the principal amount number of shares of the Notes Firm Stock set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount total number of shares of the Notes Firm Stock set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Stock on the such Delivery Date if the aggregate principal amount total number of shares of the Notes Stock that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount total number of shares of the Notes Stock to be purchased on the such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount number of shares of the Notes Stock that it agreed to purchase on the such Delivery Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Stock to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on the such Delivery Date, this Agreement (or, with respect to any Option Stock Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Stock) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto that, pursuant to this Section 109, purchases Notes Stock that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Stock of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate total principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters Underwriter(s) shall not be obligated to purchase any of the Notes Securities on the Delivery Date if the aggregate total principal amount of the Notes Securities that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date the Delivery Date exceeds 109.09% of the aggregate principal amount of the Notes to be purchased on the Delivery DateSecurities, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersUnderwriter(s), 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, the total aggregate principal amount of the Notes to be purchased on the Delivery DateSecurities. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. 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 1 hereto that, pursuant to this Section 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the any Partnership Party for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Issuers may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Parties or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in shall fail or refuse to purchase the performance principal amount of its obligations under this AgreementSecurities agreed to be purchased by such Underwriter hereunder, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the such Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the such Delivery Date if the aggregate principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the such Delivery Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the such Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in in, and subject to the terms of, Sections 6 and 1211. 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 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in shall fail or refuse to purchase the performance principal amount of its obligations under this AgreementSecurities agreed to be purchased by such Underwriter hereunder, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the such Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the such Delivery Date if the aggregate principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the such Delivery Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the such Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in in, and subject to the terms of, Sections 6 and 1211. 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 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipSpectra Parties, except that the Partnership Spectra Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. 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 Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Spectra Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Spectra Parties may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Spectra Parties or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Tortoise Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Tortoise Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Tortoise Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any amount of the Tortoise Notes on the Delivery Date if the aggregate principal amount of the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Tortoise Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Tortoise Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the total aggregate principal amount of the Tortoise Notes to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. 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 1 hereto thatwho, pursuant to this Section 10, purchases Tortoise Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Tortoise Notes of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus 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 Delivery Date, Closing Date any Underwriter defaults in one or more of the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated fail or refuse to purchase Notes that it has or they have agreed to purchase hereunder on such date, and the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date exceeds 10% is not more than one-tenth of the aggregate principal amount of the Notes to be purchased on pursuant hereto, the Delivery Date, and any remaining non-defaulting other Underwriters shall not be obligated to purchase more than 110% of severally in the proportions that the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant set forth opposite their respective names in Schedule III bears to the terms aggregate principal amount of Section 2. If Notes set forth opposite the foregoing maximums are exceeded, the remaining names of all such non-defaulting Underwriters, or those in such other underwriters satisfactory to proportions as the Representatives who so agreemay specify, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the Delivery principal amount of Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase the Notes and the principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Notes to be purchased pursuant hereto, and arrangements satisfactory to the Representatives and the Issuers 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 Underwriters Underwriter or the PartnershipMarkWest Entities, except that the Partnership MarkWest Entities will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. In any such case, the Representatives or the MarkWest Entities shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. 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 III hereto that, pursuant to this Section 10, purchases Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations to purchase Shares under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase or make arrangements reasonably satisfactory to the principal amount of Company for other persons to purchase the Notes Shares that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount number of the Notes Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount total number of the Notes Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Shares on the Delivery Date if the aggregate principal amount total number of the Notes Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.99% of the aggregate principal amount total number of the Notes Shares to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Shares that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the aggregate principal amount of the Notes Shares to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect within 36 hours of the default to purchase the Notes shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except as provided in Section 16 and except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 109, purchases Notes Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. (a) If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-Representative may make arrangements for the purchase of the Securities which such defaulting Underwriters shall be obligated Underwriter agreed but failed to purchase by other persons satisfactory to the principal amount Issuer and the Representative, but if no such arrangements are made within 36 hours after such default, the Issuer may make arrangements for the purchase of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those by other underwriters persons satisfactory to the Representatives who so agree, shall have the rightRepresentative, but shall not be obligated, to purchase, in if no such proportion as may be agreed upon among them, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datearrangements are made within 72 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting Underwriters or the PartnershipIssuer, except that the Partnership Issuer will continue to be liable for the payment of expenses to the extent set forth in Sections 6 9 and 1213 and except that the provisions of Sections 10 and 11 shall not terminate and shall remain in effect. As used in this Agreement, the term “Underwriter” "Underwriters" includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I 1 hereto that, pursuant to this Section 108, purchases Notes that Securities which a defaulting Underwriter agreed but failed to purchase. . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Issuer or any non-defaulting Underwriter for damages caused by its default. If other Underwriters persons are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Issuer may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Issuer or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Issuer agrees to promptly prepare any amendment or supplement that effects any such changes.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the total aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the aggregate principal amount of all the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses of the non-defaulting Underwriters to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases the Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate total principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate total principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the total principal amount of the Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the total aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, in accordance with the first sentence of this Section 8, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipMagellan Parties, except that the Partnership Magellan Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. 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 1 hereto thatwho, pursuant to this Section 108, purchases Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Magellan Parties for damages, including expenses paid by the Partnership for damages pursuant to Sections 5 and 10, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Date if the aggregate total principal amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total aggregate principal amount of the Notes Securities to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that Securities which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the total aggregate principal amount of the Notes Securities to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase on the Notes that Delivery Date the total aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or Underwriter and the PartnershipCompany, except that the Partnership Company will continue to be severally liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that that, in the opinion of counsel for to the Partnership Company or counsel for to the Underwriters Underwriters, may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. (a) If, on the Delivery Closing Date, any Underwriter defaults or Underwriters default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Registrants and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated to purchase the principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Closing Date if the aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% one-eleventh of the aggregate principal amount of the Notes to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase in total more than 11010% of the principal amount of the Notes that which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Registrants do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipRegistrants, except that the Partnership will continue to be liable for the payment provisions of expenses to the extent set forth Sections 9 and 13 shall not terminate and shall remain in Sections 6 and 12effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I hereto thatwho, pursuant to this Section 108, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Registrants may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Registrants or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Registrants agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus that effects any such changes.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Tortoise Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Tortoise Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of the Tortoise Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any amount of the Tortoise Notes on the Delivery Date if the aggregate principal amount of the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Tortoise Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Tortoise Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the total aggregate principal amount of the Tortoise Notes to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 1213. 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 thatwho, pursuant to this Section 1011, purchases Tortoise Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Tortoise Notes of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus 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 Delivery Date, Closing Date any Underwriter defaults in one or more of the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated fail or refuse to purchase Notes that it has or they have agreed to purchase hereunder on such date, and the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date exceeds 10% is not more than one-tenth of the aggregate principal amount of the Notes to be purchased on pursuant hereto, the Delivery Date, and any remaining non-defaulting other Underwriters shall not be obligated to purchase more than 110% of severally in the proportions that the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant set forth opposite their respective names in Schedule III bears to the terms aggregate principal amount of Section 2. If Notes set forth opposite the foregoing maximums are exceeded, the remaining names of all such non-defaulting Underwriters, or those in such other underwriters satisfactory to proportions as the Representatives who so agreemay specify, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the Delivery principal amount of Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase the Notes and the principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Notes to be purchased pursuant hereto, and arrangements satisfactory to the Representatives and the Issuers 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 Underwriters Underwriter or the PartnershipMarkWest Entities, except that the Partnership MarkWest Entities will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 129. In any such case, the Representatives or the MarkWest Entities shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. 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 III hereto that, pursuant to this Section 10, purchases Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Notes under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Closing Date if the aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 23. 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, the aggregate principal amount of all the Notes to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipIssuer or either Guarantor, except that the Partnership Issuer and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Section 5. 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 1 hereto thatwho, pursuant to this Section 1011, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Issuer or any Guarantor or any non-defaulting Underwriter for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Issuer may postpone the Delivery Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Partnership Issuer and the Guarantors or counsel for the Underwriters may be necessary in the any Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Notes under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Closing Date if the aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount one-eleventh of the Notes to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 23. 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, the aggregate principal amount of all the Notes to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipIssuer or the Guarantor, except that the Partnership Issuer and the Guarantor will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Section 5. 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 1 hereto thatwho, pursuant to this Section 10, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Issuer or the Guarantor or any non-defaulting Underwriter for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Issuer may postpone the Delivery Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Partnership Issuer and the Guarantor or counsel for the Underwriters may be necessary in the any Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate total principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Date if the aggregate total principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate total principal amount of the Notes Securities to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the aggregate principal amount of the Notes Securities to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Company, or the PartnershipParent Guarantor, except that the Partnership Company and the Parent Guarantor will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto that, pursuant to this Section 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company and the Parent Guarantor for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal aggregate liquidation amount of the Notes Preferred Securities set forth opposite the name of each remaining non-non- defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal liquidation amount of the Notes Preferred Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes that total Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes total Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that Securities which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany and the Trust, except that the Partnership Company and the Trust will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that the Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company or the Trust for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representatives, the Company or the Partnership Trust may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Tortoise Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Tortoise Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of the Tortoise Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any amount of the Tortoise Notes on the Delivery Date if the aggregate principal amount of the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Tortoise Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Tortoise Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the total aggregate principal amount of the Tortoise Notes to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. 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 thatwho, pursuant to this Section 10, purchases Tortoise Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Tortoise Notes of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. (a) If, on the Delivery Closing Date, any Underwriter defaults in its obligation to purchase the performance principal amount of its obligations Notes which it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase the of such principal amount of Notes by the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters or other persons satisfactory to the Partnership on the terms contained in Schedule I hereto; providedthis Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, that the remaining non-defaulting Underwriters shall do not be obligated to arrange for the purchase any of the Notes on the Delivery Date if the aggregate such principal amount of Notes, then the Notes that Partnership shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the such principal amount of Notes on such terms. In the Notes event that it agreed to purchase on within the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceededrespective prescribed periods, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to Underwriters notify the Representatives who Partnership that they have so agree, shall have arranged for the right, but shall not be obligated, to purchase, in purchase of such proportion as may be agreed upon among them, the aggregate principal amount of Notes, or the Notes to be purchased on Partnership notifies the Delivery Date. If non-defaulting Underwriters that it has so arranged for the remaining Underwriters or other underwriters satisfactory to purchase of such principal amount of Notes, either the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. 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 Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Partnership 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 any principal amount of Notes that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the principal amount of Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in Section 9(a), the total principal amount of Notes that remains unpurchased does not exceed one-eleventh of the total aggregate principal amount of all of the Notes, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the total principal amount of Notes that such Underwriter agreed to purchase hereunder) of the principal amount of Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total principal amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 2. (c) If, after giving effect to any arrangements for the purchase of the principal amount of Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in Section 9(a), the total principal amount of Notes that remains unpurchased exceeds one-eleventh of the total aggregate principal amount of all of the Notes, or if the Partnership shall not exercise the right described in Section 9(b), then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters except that the provisions of Section 8 shall not terminate and shall remain in effect. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the General Partner and the Partnership, except that the General Partner and the Partnership will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership or any non-defaulting Underwriter for damages caused by its default.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount aggregate number of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the such Delivery Date in the respective proportions which the principal amount total aggregate number of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount number of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the such Delivery Date if the total aggregate principal amount number of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount number of the Notes Securities to be purchased on the such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount aggregate number of the Notes that Securities which it agreed to purchase on the such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters purchasers satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchasepurchase on such Delivery Date, in such proportion as may be agreed upon among them, the total aggregate principal amount number of the Notes Securities to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters purchasers satisfactory to the Representatives Underwriters do not elect to purchase on such Delivery Date the Notes that aggregate number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or and the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 4 and 129. 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 thatwho, pursuant to this Section 108, purchases Notes that any Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters purchasers are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives remaining non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangementarrangement that, in the opinion of counsel to the Company or counsel to the Underwriters, may be necessary.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the total aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the aggregate principal amount of all the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses of the non-defaulting Underwriters to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases the Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Tortoise Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Tortoise Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of the Tortoise Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any amount of the Tortoise Notes on the Delivery Date if the aggregate principal amount of the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Tortoise Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Tortoise Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the total aggregate principal amount of the Tortoise Notes to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 1213. 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 thatwho, pursuant to this Section 1011, purchases Tortoise Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Tortoise Notes of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the First Delivery Date in the respective proportions which the aggregate principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the First Delivery Date if the total aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Notes to be purchased on the First Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that which it agreed to purchase on the First Delivery Date pursuant to the terms of Section 2. 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, the aggregate principal amount of all the Notes to be purchased on the First Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on the First Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Section 6. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that Securities which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 thatwho, pursuant to this Section 109, purchases Notes that Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Final Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Tortoise Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Tortoise Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Tortoise Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any amount of the Tortoise Notes on the Delivery Date if the aggregate principal amount of the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Tortoise Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Tortoise Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the total aggregate principal amount of the Tortoise Notes to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Tortoise Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. 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 1 hereto thatwho, pursuant to this Section 10, purchases Tortoise Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Tortoise Notes of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto that, pursuant to this Section 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the principal amount of Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datewithin 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate total principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters Underwriter(s) shall not be obligated to purchase any of the Notes Securities on the Delivery Date if the aggregate total principal amount of the Notes Securities that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date the Delivery Date exceeds 109.09% of the aggregate principal amount of the Notes to be purchased on the Delivery DateSecurities, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersUnderwriter(s), 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, the total aggregate principal amount of the Notes to be purchased on the Delivery DateSecurities. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. 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 1 hereto that, pursuant to this Section 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the any Partnership Party for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Issuers may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Parties or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus, the Prospectus or in any other document or arrangement.. Exhibit 1.1

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I SCHEDULE 1 hereto bears to the total aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I SCHEDULE 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company, the Issuer and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 SCHEDULE 1 hereto that, pursuant to this Section 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company or the Issuer for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. (a) If, on the Delivery Closing Date, any Underwriter defaults or Underwriters default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Trust Depositor and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated to purchase the principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Closing Date if the aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% one-eleventh of the aggregate principal amount of the Notes to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of the Notes that which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Trust Depositor do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipTrust Depositor, except that the Partnership will continue to be liable for the payment provisions of expenses to the extent set forth Sections 9 and 13 shall not terminate and shall remain in Sections 6 and 12effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I hereto thatwho, pursuant to this Section 108, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Trust Depositor may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Trust Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Trust Depositor agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus that effects any such changes.

Defaulting Underwriters. (a) If, on the Delivery Closing Date, any Underwriter defaults or Underwriters default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Trust Depositor and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated to purchase the principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Closing Date if the aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% one-eleventh of the aggregate principal amount of the Notes to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of the Notes that which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. If the foregoing ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corp. [_____________________], 1999 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, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Trust Depositor do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipTrust Depositor, except that the Partnership will continue to be liable for the payment provisions of expenses to the extent set forth Sections 9 and 13 shall not terminate and shall remain in Sections 6 and 12effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I hereto thatwho, pursuant to this Section 108, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Trust Depositor may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Trust Depositor or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Trust Depositor agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus that effects any such changes.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting nondefaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Date if the total aggregate principal amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes Securities to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters nondefaulting Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that Securities which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Lead Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of the Notes Securities to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Lead Underwriters do not elect to purchase on the Notes that Delivery Date the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or Underwriter and the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Date if the aggregate total principal amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total aggregate principal amount of the Notes Securities to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that Securities which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of the Notes Securities to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase on the Notes that Delivery Date the total aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or Underwriter and the PartnershipCompany, except that the Partnership Company will continue to be severally liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that that, in the opinion of counsel for to the Partnership Company or counsel for to the Underwriters Underwriters, may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the such Delivery Date in the respective proportions which the principal amount number of shares of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount total number of shares of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the such Delivery Date if the aggregate principal amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal aggregate amount of the Notes that Securities which it agreed to purchase on the such Delivery Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the such Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. (a) If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount number of the Notes that Debentures which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal aggregate amount of the Notes Debentures set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes Debentures set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Debentures on the Delivery Date if the aggregate principal total amount of the Notes that Debentures which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total aggregate principal amount of the Notes Debentures to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are maximum is exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal total amount of the Notes Debentures to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers do not elect to purchase on the Notes that Delivery Date the aggregate amount of Debentures which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or Underwriter and the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. 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 1 hereto thatwho, pursuant to this Section 1010(a), purchases Notes that Debentures which a defaulting Underwriter agreed but failed to purchase. . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Debentures of a defaulting or withdrawing Underwriter, either the Representatives ▇▇▇▇▇▇ Brothers or the Partnership Company may postpone the Delivery Date for up to seven five full business days Business Days in order to effect any changes that that, in the opinion of counsel for to the Partnership Company or counsel for to the Underwriters Underwriters, may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the First Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the First Delivery Date in the respective proportions which the aggregate principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the First Delivery Date if the total aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Notes to be purchased on the First Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that which it agreed to purchase on the First Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of all the Notes to be purchased on the First Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Notes that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on the First Delivery Date, this Agreement shall terminate without liability on the part of any non-non- defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Section 6. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the any Delivery Date, any Underwriter defaults in shall fail or refuse to purchase the performance principal amount of its obligations under this AgreementSecurities agreed to be purchased by such Underwriting hereunder, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the such Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the such Delivery Date if the aggregate principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the such Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in in, and subject to the terms of, Sections 6 and 1211. 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 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Preferred Stock which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount number of shares of the Notes Preferred Stock set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount total number of shares of the Notes Preferred Stock set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Preferred Stock on the Delivery Date if the aggregate principal amount total number of shares of the Notes that Preferred Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount total number of shares of the Notes Preferred Stock to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount number of shares of the Notes that Preferred Stock which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the aggregate principal amount of the Notes Preferred Stock to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Notes that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 thatwho, pursuant to this Section 109, purchases Notes that Preferred Stock which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Preferred Stock of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus Final Prospectuses or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Offered Units that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount number of the Notes Offered Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount total number of the Notes Offered Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Offered Units on the Delivery Date if the aggregate principal amount total number of the Notes Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount total number of the Notes Offered Units to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Units that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the aggregate principal amount of the Notes Offered Units to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Notes Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. 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 1 hereto that, pursuant to this Section 10, purchases Notes Offered Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Entities for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Offered Units of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. (a) If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Offered Shares that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase of such Offered Shares by the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters or other persons satisfactory to the Issuer on the terms contained in Schedule I hereto; providedthis Agreement. If, howeverwithin 36 hours after any such default by any Underwriter, that the remaining non-defaulting Underwriters do not arrange for the purchase of such Offered Shares, then the Issuer shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Notes on the Delivery Date if the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of such Offered Shares on such terms. In the principal amount of event that within the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceededrespective prescribed periods, the remaining non-defaulting UnderwritersUnderwriters notify the Issuer that they have so arranged for the purchase of such Offered Shares, or those other underwriters satisfactory to the Representatives who Issuer notifies the non-defaulting Underwriters that it has so agreearranged for the purchase of such Offered Shares, shall have either the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except Issuer may postpone the Closing Date for up to seven full business days in order to effect any changes that in the Partnership will continue to be liable opinion of counsel for the payment Issuer or counsel for the Underwriters may be necessary in the Time of expenses Sale Information, the Prospectus or in any other document or arrangement, and the Issuer agrees to promptly prepare any amendment or supplement to the extent set forth in Sections 6 and 12Time of Sale Information or the Prospectus 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 107, purchases Notes Offered Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer as provided in paragraph (a) above, the total number of such Offered Shares that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Offered Shares, then the Issuer shall have the right to require each non-defaulting Underwriter to purchase the number of Offered Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the number of Offered Shares that such Underwriter agreed to purchase hereunder) of the Offered Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of Offered Shares that they agreed to purchase on the Closing Date pursuant to the terms of Section 1. (c) If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer as provided in paragraph (a) above, the total number of such Offered Shares that remains unpurchased exceeds one-eleventh of the total number of all the Offered Shares, or if the Issuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 7 shall be without liability on the part of the Issuer, except that the Issuer will continue to be liable for the payment of expenses as set forth in Sections 4 and 9 and except that the provisions of Section 6 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 Partnership Issuer or any non-defaulting Underwriter for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Kayne Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Kayne Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of the Kayne Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any amount of the Kayne Notes on the Delivery Date if the total aggregate principal amount of the Kayne Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Kayne Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Kayne Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the total aggregate principal amount of the Kayne Notes to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Kayne Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the non-defaulting Underwriters to the extent set forth in Sections 6 7 and 12. 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 thatwho, pursuant to this Section 10, purchases Kayne Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Kayne Notes of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. (a) If, on the Delivery Closing Date, any Underwriter defaults or Underwriters default in the performance of its or their obligations under this Agreement, the Representative may make arrangements for the purchase of such Notes by other persons satisfactory to the Seller and the Representative, including any of the Underwriters, but if no such arrangements are made by the Closing Date, then each remaining non-defaulting Underwriters Underwriter shall be severally obligated to purchase the principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto to the Term Agreement bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I heretoto the Terms Agreement; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Closing Date if the aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% one-eleventh of the aggregate principal amount of the Notes to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase in total more than 110% of the principal amount of the Notes that which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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, the aggregate principal amount of the Notes to be purchased on the Delivery Date. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representative and the Seller do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipSeller, except that the Partnership will continue to be liable for the payment provisions of expenses to the extent set forth Sections 9 and 13 shall not terminate and shall remain in Sections 6 and 12effect. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party not listed in Schedule I hereto thatto the Terms Agreement who, pursuant to this Section 108, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. . (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Seller may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Seller or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement, and the Seller agrees to file promptly any amendment or supplement to the Registration Statement or the Final Prospectus that effects any such changes.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Series E Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Series E Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of the Series E Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any amount of the Series E Notes on the Delivery Date if the total aggregate principal amount of the Series E Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Series E Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Series E Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the total aggregate principal amount of the Series E Notes to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Series E Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the non-defaulting Underwriters to the extent set forth in Sections 6 7 and 12. 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 thatwho, pursuant to this Section 10, purchases Series E Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Series E Notes of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I A hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I A hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Date if the aggregate principal amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes Securities to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that Securities which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the aggregate principal amount of the Notes Securities to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datewithin 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 A hereto thatwho, pursuant to this Section 109, purchases Notes that Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations to purchase Shares under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase or make arrangements reasonably satisfactory to the principal amount of Company for other persons to purchase the Notes Shares that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount number of the Notes Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount total number of the Notes Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Shares on the Delivery Date if the aggregate principal amount total number of the Notes Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.99% of the aggregate principal amount total number of the Notes Shares to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Shares that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the aggregate principal amount of the Notes Shares to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect within 36 hours of the default to purchase the Notes shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except as provided in Section 16 and except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 109, purchases Notes Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the such Delivery Date in the respective proportions which the principal amount number of the Notes Firm Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount number of the Notes Firm Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the such Delivery Date if the aggregate principal amount number of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount number of the Notes Securities to be purchased on the such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount aggregate number of the Notes that Securities which it agreed to purchase on the such Delivery Date pursuant to the terms of Section 23. 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, the aggregate principal amount total number of the Notes Securities to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase on such Delivery Date the Notes that number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the such Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213. 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 thatwho, pursuant to this Section 1011, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal aggregate liquidation amount of the Notes Preferred Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal liquidation amount of the Notes Preferred Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes that total Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes total Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that Securities which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany and the Trust, except that the Partnership Company and the Trust will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that the Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company or the Trust for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representatives, the Company or the Partnership Trust may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.the

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Series ___Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Series ___Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate principal amount of the Series ___Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any amount of the Series ___Notes on the Delivery Date if the aggregate principal amount of the Series ___Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Series ___Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Series ___Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 23. 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, the total aggregate principal amount of the Series ___Notes to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Series ___Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 1213. 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 thatwho, pursuant to this Section 1011, purchases Series ___Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Series ___Notes of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter Underwriters agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount number of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount total number of the Notes Securities set forth opposite the names of all of the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal total amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal total amount of the Notes Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that Securities which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount all of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Notes that Securities which the defaulting Underwriters or Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany or the Guarantors, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. 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 Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company or the Guarantors for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters Underwriter may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the total aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the aggregate principal amount of all the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus or the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Additional Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the aggregate principal amount of the Additional Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal amount of the Additional Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Additional Notes on the Delivery Date if the total aggregate principal amount of the Additional Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Additional Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Additional Notes that which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Additional Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Additional Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses of the non-defaulting Underwriters to the extent set forth in Sections 6 and 1211. 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 1 hereto thatwho, pursuant to this Section 109, purchases the Additional Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Additional Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the any Delivery Date, any Underwriter defaults in shall fail or refuse to purchase the performance principal amount of its obligations under this AgreementSecurities agreed to be purchased by such Underwriter hereunder, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the such Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the such Delivery Date if the aggregate principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the such Delivery Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the such Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in in, and subject to the terms of, Sections 6 and 1211. 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 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that Securities which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 thatwho, pursuant to this Section 109, purchases Notes that Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Final Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Datepurchase, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto that, pursuant to this Section 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations to purchase the Notes under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Closing Date if the aggregate principal amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 23. 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, the aggregate principal amount of all the Notes to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipIssuer or either Guarantor, except that the Partnership Issuer and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Section 5. 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 1 hereto thatwho, pursuant to this Section 10, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Issuer or any Guarantor or any non-defaulting Underwriter for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Issuer may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Issuer and the Guarantors or counsel for the Underwriters may be necessary in the any Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the aggregate principal amount of all the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, and arrangements satisfactory to the Representatives and the Partnership 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 Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. 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 108, purchases Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery any Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery such Closing Date in the respective proportions which the principal aggregate liquidation amount of the Notes Preferred Securities set forth opposite the name of each remaining non-non- defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal liquidation amount of the Notes Preferred Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery such Closing Date if the aggregate principal amount of the Notes that total Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes total Securities to be purchased on the Delivery such Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that Securities which it agreed to purchase on the Delivery such Closing Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery such Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery such Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany and the Trust, except that the Partnership Company and the Trust will continue to be liable for the payment of expenses to the extent set forth in Sections Section 6 and 12hereof. 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 1 hereto thatwho, pursuant to this Section 109, purchases Notes that the Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company or the Trust for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representatives, the Company or the Partnership Trust may postpone the Delivery a Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the aggregate principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Closing Date if the total aggregate principal 36 37 amount of the Notes that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate principal amount of the Notes to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, the total aggregate principal amount of the Notes to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the aggregate principal amount of Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. 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 thatwho, pursuant to this Section 108, purchases Notes that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for to the Partnership Company or counsel for to the Underwriters may be necessary in the either Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the principal amount of the Notes Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount number of the Notes Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 attached hereto bears to the aggregate principal amount total number of the Notes Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 attached hereto; provided, however, that the remaining non-defaulting Underwriters Underwriter(s) shall not be obligated to purchase any of the Notes Units on the Delivery Date if the aggregate principal amount total number of the Notes Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date the Delivery Date exceeds 109.09% of the aggregate principal amount total number of the Notes Units to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount number of the Notes Units that it agreed to purchase on the Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersUnderwriter(s), or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the aggregate principal amount of the Notes Units to be purchased on the Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Notes Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. 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 1 attached hereto that, pursuant to this Section 109, purchases Notes Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the any Partnership Party for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Units of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Parties or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate principal amount of the Notes that Securities which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 22 hereof. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 6(a) and 1211 hereof. 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 thatwho, pursuant to this Section 109, purchases Notes that Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Closing Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Disclosure Package, the Final Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes Securities that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the aggregate total principal amount of the Notes Securities set forth opposite the names of all the remaining non-non- defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Date if the aggregate total principal amount of the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate total principal amount of the Notes Securities to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes Securities that it agreed to purchase on the Delivery Date pursuant to the terms of Section 24. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Company, or the PartnershipParent Guarantor, except that the Partnership Company and the Parent Guarantor will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. 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 1 hereto that, pursuant to this Section 109, purchases Notes Securities that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company and the Parent Guarantor for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the aggregate principal amount of the Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the aggregate principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. 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, the aggregate principal amount of all the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. 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 108, purchases Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on the Delivery Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the principal amount of the Notes that Securities which the defaulting Underwriter agreed but failed to purchase on the Delivery Closing Date in the respective proportions which the principal aggregate liquidation amount of the Notes Preferred Securities set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate principal liquidation amount of the Notes Preferred Securities set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes Securities on the Delivery Closing Date if the aggregate principal amount of the Notes that total Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the aggregate principal amount of the Notes total Securities to be purchased on the Delivery Closing Date, and 15 any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the principal amount of the Notes that Securities which it agreed to purchase on the Delivery Closing Date pursuant to the terms of Section 2. 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 aggregate principal amount of the Notes Securities to be purchased on the Delivery Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany and the Trust, except that the Partnership Company and the Trust will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12hereof. 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 1 hereto thatwho, pursuant to this Section 10, purchases Notes that the Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company or the Trust for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Notes Securities of a defaulting or withdrawing Underwriter, either the Representatives Representatives, the Company or the Partnership Trust may postpone the Delivery Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.