Common use of Defaulting Underwriters Clause in Contracts

Defaulting Underwriters. If, on 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any Delivery Date, (a) If any Underwriter defaults shall default in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated obligation to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions First Mortgage Bonds which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it has agreed to purchase under the Pricing Agreement relating to such First Mortgage Bonds, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such First Mortgage Bonds on such Delivery Date pursuant to the terms of Section 2contained herein. If within 36 hours after such default by any Underwriter the foregoing maximums are exceededRepresentatives do not arrange for the purchase of such First Mortgage Bonds, then the remaining non-defaulting Underwriters, Company shall be entitled to a further period of 36 hours within which to procure another party or those other underwriters parties satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in purchase such proportion as may be agreed upon among them, all the Units to be purchased First Mortgage Bonds on such Delivery Dateterms. If In the remaining Underwriters or other underwriters satisfactory to event that, within the respective prescribed periods, the Representatives do not elect to notify the Company that they have so arranged for the purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on of such Delivery DateFirst Mortgage Bonds, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except Company notifies the Representatives that the Partnership will continue to be liable it has so arranged for the payment purchase of expenses to the extent set forth in Sections 6 and 12. As used in this Agreementsuch First Mortgage Bonds, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. 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 Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may Company shall have the right to postpone the Time of Delivery Date for up to such First Mortgage Bonds for a period of not more than seven full business days days, in order to effect any whatever changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may thereby be made necessary in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other document documents or arrangementarrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Information or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such First Mortgage Bonds.

Defaulting Underwriters. If, (a) If any one or more of the Underwriters shall fail to purchase and pay for any of the Underwritten Notes agreed to be purchased by such Underwriter hereunder on any Delivery the Closing Date, any Underwriter defaults and such failure constitutes a default in the performance of its or their obligations under this Agreement, the Representatives may make arrangements for the purchase of such Underwritten Notes by other persons satisfactory to the Bank, the Depositor and the Representatives, 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 Units that Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery the Closing Date in the respective proportions which the number principal amount of Firm Units Underwritten Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number aggregate principal amount of Firm Units Underwritten 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 Units Underwritten Notes on such Delivery the Closing Date if the total number aggregate principal amount of Units that Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% one-eleventh of the total number aggregate principal amount of Units the Underwritten Notes to be purchased on such Delivery the Closing Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase in total more than 110% of the number principal amount of Units that the Underwritten Notes which it agreed to purchase on such Delivery the 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 Units to be purchased on such Delivery Date. If exceeded and the remaining Underwriters or other underwriters satisfactory to the Representatives Representatives, the Bank and the Depositor do not elect to purchase the Units that Underwritten Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Datepurchase, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Bank or the PartnershipDepositor, except that the Partnership Bank and the Depositor will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1212 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect. 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 1 hereto thatwho, pursuant to this Section 107, purchases Units that Underwritten Notes 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 Units 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 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 Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on 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 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units 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 Company or the Operating Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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. If, on any 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 Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number principal amount of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units aggregate principal amount 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 Units Notes on such the Delivery Date if the total number principal amount of Units the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number aggregate principal amount of Units the Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of principal amount of the number of Units Notes that it agreed to purchase on such 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 Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 Units 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 Units 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipXxxxxxxx Parties, except that the Partnership Xxxxxxxx Parties 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 Firm 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 Xxxxxxxx Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, 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 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 any 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 Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23 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 Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters Underwriter(s) to purchase, and of the Partnership Selling Unitholder to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the BreitBurn Parties or the PartnershipSelling Unitholder, except that the Partnership BreitBurn Parties 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 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 BreitBurn Parties or the Selling Unitholder for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representatives, the Partnership or the Partnership Selling Unitholder 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 Partnership, counsel for the Selling Unitholder 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 any 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 Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Underwriter(s) shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date Delivery Date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such 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, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 Firm 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 Units 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 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 any 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 Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery 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 Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters Underwriter(s) to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipBreitBurn Parties, except that the Partnership BreitBurn Parties 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 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 BreitBurn Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 Prospectus, the Pricing Disclosure Package or in any other document or arrangement.

Defaulting Underwriters. If, on 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 Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on 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 Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Offered Units are not made within 36 hours after such default, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipWxxxxxxx Parties, except that the Partnership Wxxxxxxx Parties 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 Firm 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 Wxxxxxxx Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, 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 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 any 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 Units that Notes which the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units 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 Units Notes on such the Delivery Date if the total number of Units that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Notes which it agreed to purchase on such 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 Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipXxxxxxxx Parties, except that the Partnership Xxxxxxxx Parties 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 Units 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 Xxxxxxxx Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, 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 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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. 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units Firm 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 Units Shares 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 any 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 Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number principal amount of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number principal amount of Firm Units 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 Units Notes on such the Delivery Date if the total number principal amount of Units the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number aggregate principal amount of Units Notes to be purchased on such the Delivery Date, and any no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number total principal amount of Units that Notes which it agreed to purchase on such 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 Units total aggregate principal amount of the Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, in accordance with the first sentence of this Section 8, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 Units 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 Units 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 If any Delivery Date, one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by the Underwriter defaults or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date take up and pay for (in the respective proportions which the number amount of Firm Units Securities set forth opposite the name of each remaining non-defaulting Underwriter in their names on Schedule I II hereto bears to the total number aggregate amount of Firm Units Securities set forth opposite the names of all the remaining non-Underwriters) the Securities which the defaulting Underwriter or Underwriters in Schedule I heretoagreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any event that the aggregate amount of the Units on such Delivery Date if the total number of Units that Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds shall exceed 10% of the total number aggregate amount of Units to be purchased Securities set forth on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceededSchedule II hereto, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery DateSecurities, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall will terminate without any liability on the part of to any non-defaulting Underwriters Underwriter or the Partnership, except that Company. In the Partnership will continue to be liable for the payment event of expenses to the extent a default by any Underwriter as set forth in Sections 6 and 12. As used in this AgreementSection 11, the term “Underwriter” includesTime of Delivery shall be postponed for such period, for all purposes of this Agreement unless the context requires otherwisenot exceeding five Business Days, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. 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 Units of a defaulting or withdrawing Underwriter, either as the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days shall determine in order that the required changes 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 Time of Sale Prospectus and the Final Prospectus (including by means of a free writing prospectus) or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Defaulting Underwriters. If, on 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 Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on 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 Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Offered Units are not made within 36 hours after such default, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 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 for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipDCP Parties, except that the Partnership 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 Units 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 Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting 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. If, on 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 Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on 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, all the Units Stock to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Share Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 that, pursuant to this Section 109, purchases Units 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 Units Shares 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipEl Paso Parties, except that the Partnership 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 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 El Paso Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units principal amount of Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number principal amount of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number principal amount of Firm Units Notes that 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 Units Notes on such the Delivery Date if the total number principal amount of Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number principal amount of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number principal amount of Units Notes that it agreed to purchase on such 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 Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 Units 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 underwriters are obligated or agree to purchase the Units 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 Supplement or in any other document or arrangement.

Defaulting Underwriters. If, on 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second the Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipWxxxxxxx Parties, except that the Partnership Wxxxxxxx Parties 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 Firm 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 Wxxxxxxx Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, 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 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 Crosstex Entities for damages caused by its default. If other Underwriters are obligated or agree to purchase the 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. If, on any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Xxxxxx Brothers Inc. 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Xxxxxx Brothers Inc. do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipGlobal Parties, except that the Partnership 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 Units 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 Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting 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. If, on 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the Partnership Parties or the PartnershipSelling Unitholder, except that the Partnership and the Selling Unitholder 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 1 hereto that, pursuant to this Section 1011, purchases 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 Parties and the Selling Unitholder, including expenses paid pursuant to Sections 8 and 13, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of 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 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 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 Parties, including expenses paid pursuant to Sections 6 and 11, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such the Delivery Date in the respective proportions which that the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 attached hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters Underwriter 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 Units on such the Delivery Date if the total number of 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 total number of Units to be purchased on such the Delivery Date, and any remaining no non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such 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, all the Units to be purchased on such the Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any the non-defaulting Underwriters Underwriter(s), the Partnership or the PartnershipGeneral Partner, except that the Partnership 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 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 or the General Partner for damages caused by its default. If other Underwriters are obligated or agree to purchase the 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 judgment 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 any 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 Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such the Delivery Date in the respective proportions which that the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 attached hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters Underwriter 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 Units on such the Delivery Date if the total number of 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 total number of Units to be purchased on such the Delivery Date, and any remaining no non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such 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, all the Units to be purchased on such the Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option Units) shall terminate without liability on the part of any the non-defaulting Underwriters Underwriter(s) 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 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 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 judgment 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipAlliance Parties, except that the Partnership Alliance Parties 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 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 Alliance Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative 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 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 Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on 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 Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units 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 any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the each remaining non-defaulting Underwriters Underwriter shall be obligated to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date in the respective proportions proportion which the number of Firm Units set forth opposite the name of each such remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date Delivery Date if the total number of such Units exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery 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 obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipLoews Parties, except that the Partnership Loews 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 thatwho, pursuant to this Section 109, purchases 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 Loews Parties for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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.or

Defaulting Underwriters. If, on 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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. 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Selling Unitholders to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipWxxxxxxx Parties or the Selling Unitholders, except that the Partnership Wxxxxxxx Parties 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 1 hereto thatwho, pursuant to this Section 1011, purchases Firm 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 Wxxxxxxx Parties and the Selling Unitholders for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative 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 any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-non- defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or defaulting Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that the Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-non- defaulting Underwriters, or those other underwriters 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters Underwriters satisfactory to the Representatives do not elect to purchase the Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units that Firm Shares 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 damages, including expenses paid by the Company pursuant to Sections 6 and 11, caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares 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 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipStoneMor Parties, except that the Partnership 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 Units 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 Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting 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. If, on 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 21. 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipDEP 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 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 DEP Parties, including expenses paid pursuant to Section 6, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 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 Units principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number principal amount of the Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number aggregate principal amount of Firm Units 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 Units Notes on such Delivery Date if the total number aggregate principal amount of Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number aggregate principal amount of Units Notes to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number principal amount of Units the Notes that it agreed to purchase on 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 Units Notes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such 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 (or, with respect to any Second Option Note Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership NuStar Logistics to sell, the Option UnitsNotes) 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 Units 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 Units 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of the Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, any Penn Virginia Party except that the Partnership Penn Virginia Parties 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 Firm Units 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 Penn Virginia Parties for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units 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 any 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 Units that Notes which the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units Notes on such the Delivery Date if the total number of Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Notes which it agreed to purchase on such 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 Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company and the Underwriters will continue to be liable for the payment of expenses to the extent set forth in Sections 6 6, 8 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 Units that Notes 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 Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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. 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative 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 Pricing Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Entities, except that the Partnership Entities 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 Firm Units 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 Units 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 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 Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 29. 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units 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 Company or the Operating Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares 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 any Delivery Date, If any Underwriter defaults shall default in its obligation to purchase the performance of its obligations Securities that it has agreed to purchase under this Agreement, the remaining nonRepresentatives may in their discretion arrange for themselves or another firm or corporation or firms or corporations (including any other Underwriters) to purchase such Securities on the terms contained herein. If, within thirty-defaulting Underwriters six hours after such default by any Underwriter, the Representatives do not arrange for the purchase of such Securities, then the Company shall be obligated entitled to a further period of thirty-six hours within which to procure another firm or corporation or firms or corporations (including any other Underwriters) which are members in good standing of the National Association of Securities Dealers, Inc. and reasonably satisfactory to the Representatives to purchase the Units that the defaulting Underwriter agreed but failed to purchase such Securities on such Delivery terms. In the event that, within the respective prescribed period, the Representatives shall notify the Company that they have so arranged for the purchase of such Securities, or the Company notifies Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Firm Closing Date or any Option Closing Date for such Securities, as the case may be, for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the respective proportions which Registration Statement or the number of Firm Units set forth opposite Prospectus, or in any other documents or arrangements, and the name of each remaining non-defaulting Underwriter in Schedule I hereto bears Company agrees to file promptly any amendments to the total number of Firm Units set forth opposite Registration Statement or the names of all Prospectus that in the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any opinion of the Units on such Delivery Date if Representatives may thereby be made necessary. If, after giving effect to any arrangements for the total number purchase of Units that the Securities of a defaulting Underwriter or Underwriters agreed but failed to purchase on by the Representatives and the Company, the number of such date exceeds 10% Securities that remains unpurchased does not exceed one-tenth of the total number of Units Securities, then the Company shall have the right to be purchased require each non-defaulting Underwriter to purchase the number of Securities that such Underwriter agreed to purchase under this Agreement and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities that such Delivery DateUnderwriter agreed to purchase under this Agreement) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and any remaining the Company, the number of Securities that remains unpurchased exceeds one-tenth of the total number of Securities, or if the Company shall not exercise the right to require non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the Securities of a defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery DateUnderwriters, then this Agreement (orshall thereupon terminate, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that for the Partnership will continue expenses to be liable for borne by the payment of expenses to Company and the extent set forth Underwriters as provided in Sections Section 4(j) hereof and the indemnity and contribution agreements in Section 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 Units that a defaulting Underwriter agreed hereof; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Underwriter of any from liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that Notes which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number principal amount of Firm Units Notes set forth opposite the name of each remaining non-non- defaulting Underwriter in Schedule I 1 hereto bears to the total number principal amount of Firm Units Notes 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 Units Notes on such Delivery Date if the total number principal amount of Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number principal amount of Units Notes to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number principal amount of Units that Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-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 Units Notes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsNotes) 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 Units that Firm Notes 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 Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such 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 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, except that any of the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Parties. 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units the Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that the Shares which it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Trust to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipTrust, except that the Partnership Trust 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 Units that Firm Shares 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 Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of 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 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 hereof, purchases 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 Closing Date, any Delivery one or more of the Underwriters shall fail or refuse to purchase Underwriters' Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Underwriters' Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Underwriters' Securities set forth opposite their respective names in the Underwriting Agreement bears to the aggregate amount of Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Underwriters' Securities 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 amount of Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter defaults in or Underwriters shall fail or refuse to purchase Underwriters' Securities and the performance aggregate amount of Underwriters' Securities with respect to which such default occurs is more than If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase Company will reimburse the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or such Underwriters agreed but failed to purchase on such Delivery Date, as have so terminated this Agreement (or, with respect to any Second Delivery Datethemselves, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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” includesseverally, for all purposes out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. 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 Units 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 arrangementoffering contemplated hereunder.

Defaulting Underwriters. If, on any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of the Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, any Enterprise Party except that the Partnership 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 Firm Units 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 Units 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 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 Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 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 that, pursuant to this Section 109, purchases Units 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 Units Shares 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipPenn Virginia Parties, except that the Partnership Penn Virginia Parties 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 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 Penn Virginia Parties, including expenses paid pursuant to Sections 6 and 11, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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. 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 Pricing Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on any 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 Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which that the number amount of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number amount of Firm Units the Notes set forth opposite the names of all the respective 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 Units Notes on such the Delivery Date if the total number amount of Units that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number amount of Units the Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number amount of Units that the Notes which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-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 Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipXxxxxxxx Parties, except that the Partnership Xxxxxxxx Parties 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 Units 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 Xxxxxxxx Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, 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 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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.to

Defaulting Underwriters. If, on any 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 Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Underwriter(s) shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date Delivery Date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such 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, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 Firm Units that a defaulting Underwriter agreed but failed to purchase. EXHIBIT 1.1 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 Units 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 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Selling Shareholders to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Company or the Partnershipany Selling Shareholder, except that the Partnership Company and Selling Shareholders 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” "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 Units that purchase Shares 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 any Selling Shareholder for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units Shares 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 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 number of Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total aggregate number of Firm 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total aggregate number of the Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the aggregate number of the Units that which it agreed to purchase on 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 Lehman Brothers Inc. who so agree, shall have the right, but shall not be obligatedxxxxxxted, to purchase, in such proportion as may be agreed upon among them, all the total number of Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Lehman Brothers Inc. do not elect to purchase on such Delivery Date the agxxxxxxe number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Datepurchase, this Agreement (or, or with respect to any Second the Option Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, purchase the Option Units) 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 Units 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 Units of a defaulting or withdrawing Underwriter, either the Representatives Lehman Brothers Inc. or the Partnership Company may postpone the Delivery Date for up to seven xx xxxen 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 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Subsequent Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company and the Underwriters 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 Units 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 underwriters are obligated or agree to purchase the Units 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 that, in the opinion of counsel for the Partnership Company or counsel for the Underwriters Underwriters, may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipAtlas Parties, except that the Partnership Atlas Parties 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 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 Atlas Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative 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 any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-non- defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of the Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, any Penn Virginia Party except that the Partnership Penn Virginia Parties 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 Firm Units 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 Penn Virginia Parties for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCrosstex Parties, except that the Partnership Crosstex Parties 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 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 Crosstex Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the 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. If, on If any Delivery Date, one or more Underwriters shall fail to purchase and pay for any of the Units agreed to be purchased by such Underwriter defaults or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date take up and pay for (in the respective proportions which the number amount of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter their names in Schedule I hereto bears to the total number aggregate amount of Firm Units set forth opposite the names of all the remaining non-Underwriters) the Units which the defaulting Underwriter or Underwriters in Schedule I heretoagreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any of event that the Units on such Delivery Date if the total number aggregate amount of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds shall exceed 10% of the total number aggregate amount of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceededset forth in Schedule I hereto, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Units, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery DateUnits, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall will terminate without liability on the part of to any non-defaulting Underwriters nondefaulting Underwriter or the Partnership, except that Partnership Entities. In the Partnership will continue to be liable for the payment event of expenses to the extent a default by any Underwriter as set forth in Sections 6 and 12. As used in this AgreementSection 11, the term “Underwriter” includesClosing Date shall be postponed for such period, for all purposes of this Agreement unless not exceeding five business days, as the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein Underwriters 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 Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days determine in order to effect any that the required changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, Statement and the Prospectus or in any other document documents or arrangementarrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Partnership and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Defaulting Underwriters. (a) If, on any the applicable Delivery Date, any Underwriter defaults in the performance of its obligations to purchase the Offered Units that it has agreed to purchase under this Agreement, then the remaining non-defaulting Underwriters shall be obligated to may in their discretion arrange for the purchase of such Offered Units by the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters or other persons satisfactory to the Partnership and the Selling Unitholder 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 Units, then the Partnership and the Selling Unitholder shall not be obligated entitled to purchase any a further period of 36 hours within which to procure other persons satisfactory to the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of such Offered Units that it agreed to purchase on such Delivery Date pursuant to terms. In the terms of Section 2. If event that within the foregoing maximums are exceededrespective prescribed periods, the remaining non-defaulting Underwriters notify the Partnership and the Selling Unitholder that they have so arranged for the purchase of such Offered Units, or the Partnership and the Selling Unitholder notify the non-defaulting Underwriters that they have so arranged for the purchase of such Offered Units, either the non-defaulting Underwriters, on the one hand, 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sellor the Selling Unitholder, the Option Units) shall terminate without liability on the part other hand, may postpone the applicable Delivery Date for up to seven full business days in order to effect any changes that in the opinion of any non-defaulting Underwriters or counsel for the Partnership, except that counsel for the Selling Unitholder or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Partnership will continue agrees to be liable for the payment of expenses promptly prepare any amendment or supplement to the extent set forth Registration Statement, the Prospectus or in Sections 6 and 12any 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 1 hereto that, pursuant to this Section 109, purchases 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 for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or defaulting Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that the Shares which it agreed to purchase on 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 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters Underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units that Firm Shares 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 damages, including expenses paid by the Company pursuant to Section 6, caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares 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 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 attached hereto bears to the total number of Firm 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 shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 of this Agreement. 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option Units) 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 of this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 attached hereto that, pursuant to this Section 109, purchases 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 Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units that Firm Shares 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 Units Shares 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 any 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 Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Underwriter(s) shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date Delivery Date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23 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, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Selling Unitholder to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the Partnership Parties or the PartnershipSelling Unitholder, except that the Partnership Parties and the Selling Unitholder will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213 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 1011, purchases Firm 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 any Partnership Party or the Partnership Selling Unitholder for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 Pricing Disclosure Package, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCrosstex Parties, except that the Partnership Crosstex Parties 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 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 Crosstex Entities for damages caused by its default. If other Underwriters are obligated or agree to purchase the 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. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the each remaining non-defaulting Underwriters Underwriter shall be obligated to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date in the respective proportions which proportion that the number of Firm Units set forth opposite the name of each such remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date Delivery Date if the total number of such Units exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery 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 obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipBPHC Parties, except that the Partnership BPHC 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 thatwho, pursuant to this Section 109, purchases 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 BPHC Parties for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units 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 any 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 Units that Notes which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number amount of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number amount of Firm Units 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 Units Notes on such Delivery Date if the total number amount of Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number amount of Units Notes to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number amount of Units that Notes which it agreed to purchase on 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 Units Notes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 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 109, purchases Units that Notes 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 Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipDEP Parties, except that the Partnership 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 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 DEP Parties, including expenses paid pursuant to Section 6, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 any 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, in accordance with the first sentence of this Section 11, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Magellan Parties or the PartnershipSelling Unitholder, except that the Partnership Magellan Parties 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 1 hereto thatwho, pursuant to this Section 1011, purchases Firm 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 Magellan Parties and the Selling Unitholder for damages, including expenses paid by the Partnership for damages pursuant to Sections 8 and 13, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units Shares 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 Units Shares on such the Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such 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 Units Shares to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company and the Underwriters will continue to be liable for the payment of expenses to the extent set forth in Sections 6 6, 8 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 Units that Shares 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 Units Shares 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units Firm 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 Units Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative 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. IfIf any one or more of the Underwriters shall fail or refuse to purchase Firm Units that it or they have agreed to purchase hereunder, on any Delivery Dateand the aggregate number of Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Units, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining each non-defaulting Underwriters Underwriter shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date obligated, severally, in the respective proportions proportion in which the number of Firm Units set forth opposite the its name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters or in Schedule I hereto; providedsuch other proportion as the Underwriters may specify in the Agreement Among Underwriters of Xxxxxxx Xxxxx & Associates, howeverInc., that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Firm Units that the such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase. If any one or more of the Underwriters shall fail or refuse to purchase on Firm Units and the aggregate number of Firm Units with respect to which such date exceeds 10% default occurs is more than one-tenth of the total aggregate number of Firm Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 arrangements satisfactory to the Representatives who so agree, shall have Underwriters and the right, but shall Partnership Parties for the purchase of such Firm Units are not be obligated, to purchase, in made within 48 hours after such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Datedefault, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall will terminate without liability on the part of any non-defaulting Underwriter or the Partnership Parties or Topper Group Parties. In any such case that does not result in termination of this Agreement, either the Underwriters or the PartnershipPartnership Parties shall have the right to postpone the Closing Date, except but in no event for longer than seven (7) days, in order that the Partnership will continue to required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be liable for the payment effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of expenses to the extent set forth in Sections 6 and 12. As used in any such default of any such Underwriter or Underwriters under this Agreement, the . The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement unless the context requires otherwiseAgreement, any party not listed in Schedule I hereto thatwho, pursuant to this Section 10with the Representative’s approval and the approval of the Partnership, purchases Units that a defaulting Underwriter agreed is obligated, but failed fails or refuses, 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 Units 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Xxxxxx Brothers Inc. 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Xxxxxx Brothers Inc. do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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. 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 Firm Units 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 Parties for damages damages, including expenses paid by the Partnership Parties pursuant to Sections 6 and 11, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Xxxxxx Brothers Inc. 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 any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 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 109, purchases Units that Firm Shares 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 Units 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Xxxxxx Brothers Inc. 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Xxxxxx Brothers Inc. do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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. 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 Firm Units 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 Units 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. (a) If, on any 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 Units LoTSSM that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units LoTSSM set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units LoTSSM 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 Units LoTSSM on such the Delivery Date if the total number of Units LoTSSM that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109% of the total number of Units LoTSSM to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units LoTSSM that it agreed to purchase on such 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 Units LoTSSM to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units LoTSSM that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipEnterprise Parties, except that the Partnership Enterprise 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 Units LoTSSM 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 Units 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 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 Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on 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, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units 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 Company or the Operating Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipK-Sea Entities, except that the Partnership 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 Firm Units 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 Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting 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. If, on any 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 Units that Notes which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number amount of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number amount of Firm Units 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 Units Notes on such Delivery Date if the total number amount of Units that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number amount of Units the Notes to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number amount of Units that the Notes which it agreed to purchase on 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 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 Units Notes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipXxxxxx Companies, except that the Partnership Xxxxxx Companies 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 1 hereto thatwho, pursuant to this Section 1011, purchases Units that Notes 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 Xxxxxx Companies for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Xxxxxx Companies 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 Xxxxxx Companies 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 any 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 Units that PIES which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units PIES set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units PIES 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 Units PIES on such Delivery Date if the total number of Units that the PIES which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units PIES to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that PIES which it agreed to purchase on such Delivery Date pursuant to the terms of Section 25. 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 Units PIES to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that PIES which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsPIES) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipIssuers, except that the Partnership Company and Capital Markets will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Section 7. 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 Units that Firm PIES or Option PIES 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 Units 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. (a) If, on any 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 Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units Notes on such the Delivery Date if the total number of Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109% of the total number of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units Notes that it agreed to purchase on such 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 Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipTEPPCO Parties, except that the Partnership TEPPCO 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 Units 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 Units 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 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Subsequent Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 Units that Shares 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 Units Shares 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 the Partnership Company or counsel for the Underwriters Underwriters, may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on any 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 Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of shares of the Firm Units Shares set forth opposite the name of each the remaining non-defaulting Underwriter Underwriters in Schedule I hereto bears to the total number of the Firm Units 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 Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated obligated, to purchase more than 110% of the number of Units that Shares which it agreed to purchase on 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, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters Underwriters, or other underwriters satisfactory to the Representatives Representatives, do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipCompany or the Selling Shareholders, 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 10, purchases Units that Firm Shares 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 Units 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 any 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 Units LoTSSM that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units LoTSSM set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units LoTSSM 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 Units LoTSSM on such the Delivery Date if the total number of Units LoTSSM that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109% of the total number of Units LoTSSM to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units LoTSSM that it agreed to purchase on such 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 Units LoTSSM to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units LoTSSM that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipEnterprise Parties, except that the Partnership Enterprise 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 Units LoTSSM 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 Enterprise Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units LoTSSM of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Enterprise 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 Enterprise 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 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 Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters or Underwriters, 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 Units 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 Units 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. If, on any 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 Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units Notes on such the Delivery Date if the total number of Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109% of the total number of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units Notes that it agreed to purchase on such 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 Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipEnterprise Parties, except that the Partnership Enterprise 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 Units 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 Enterprise Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Enterprise 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 Enterprise 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 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 Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I A hereto bears to the total number of Firm Units Shares 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 Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on 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 Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) 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 that, pursuant to this Section 109, purchases Units 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 Units Shares 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 any 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 Units that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such the Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such the Delivery 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 Units to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) 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 ‎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 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 Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units 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 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units 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 Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Xxxxxx Brothers Inc. 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Xxxxxx Brothers Inc. do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, then this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipPenn Virginia Parties or Peabody Parties, except that the Partnership and the Selling Unitholder 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 Units 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 Penn Virginia Parties or the Peabody Parties, including expenses paid pursuant to Section 8 and 13, for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Xxxxxx Brothers Inc. 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 StatementStatements, the Prospectus or in any other document or arrangement.

Defaulting Underwriters. If, on any 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 Units that Notes which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number principal amount of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number principal amount of Firm Units 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 Units Notes on such Delivery Date if the total number principal amount of Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number principal amount of Units Notes to be purchased on such Delivery Date, and any remaining non-non- defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number principal amount of Units that Notes which it agreed to purchase on 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 Units Notes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsNotes) 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 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 Units that Firm Notes 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 Units 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 any 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 Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Magellan Parties or the PartnershipSelling Unitholder, except that the Partnership Magellan Parties 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 1 hereto thatwho, pursuant to this Section 1011, purchases Firm Units 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 Magellan Parties and the Selling Unitholder for damages, including expenses paid by the Partnership for damages pursuant to Sections 8 and 13, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units 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 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 Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm 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 Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on 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 Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipMarkWest Parties, except that the Partnership MarkWest Parties 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 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 MarkWest Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership MarkWest 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 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 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 Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I II hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I II hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on 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 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 Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Sigmor to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany or the Selling Unitholders, except that the Partnership Company and the Selling Unitholders 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 40 otherwise, any party not listed in Schedule I II hereto that, pursuant to this Section 1011, purchases 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 Company and Selling Unitholders for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units 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.