Common use of The Offering Clause in Contracts

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon A registration statement with respect to the basis Partnership has been prepared by the Partnership in accordance with applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder covering the Units (the "Rules and Regulations"). Such registration statement was initially filed with the SEC on or about August 26, 2005. Copies of such registration statement and each amendment thereto have been or will be delivered to the Dealer. (The registration statement and prospectus contained therein, as finally amended and revised at the effective date of the registration statement, are respectively hereinafter referred to as the "Registration Statement" and the "Prospectus," except that if the Prospectus first filed by the Partnership pursuant to Rule 424(b) under the Securities Act shall differ from the Prospectus, the term "Prospectus" shall also include the Prospectus filed pursuant to Rule 424(b).) The Dealer hereby agrees to use its best efforts to sell the Units for cash on the terms and conditions stated in the Prospectus. Nothing in this Selected Dealer Agreement (the "Agreement") shall be deemed or construed to make the Dealer an association or other separate entity or employee, agent, representative or partner of the Partnership, the General Partner or with other dealers, and the Dealer is not authorized to act for the General Partner, the Partnership or any other dealer of the Units, or to make any representations on its behalf except as set forth in the Prospectus and such other printed information furnished to the Dealer by the Partnership to supplement the Prospectus (the "Supplemental Information"). The Dealer will be responsible for its share of any liability or expense based on any claim to the contrary. The Partnership shall not be liable to the Dealer, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act, and no obligations on the part of the Partnership will be implied or inferred from this Agreement. The foregoing provision shall not be deemed a waiver of any liability imposed under the Securities Act. This Agreement will confirm the understanding and agreement between the Partnership and you, the Dealer, with respect to your participation in the offering and sale of the Units on the terms and conditions and subject to the representations and warranties and subject to the terms and conditions herein hereinafter set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional NotesOption Shares, for the sole purpose of covering overallotments made in the offering of the Firm Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm NotesShares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional NotesOption Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm NotesShares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing DateDate (as defined below)). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointlyUnderwriter, the aggregate principal amount of Firm Notes set forth opposite Shares and the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereofhereto. In addition, the Company hereby grants to the several Underwriters Underwriter the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional NotesOption Shares, at the same Purchase Price to be paid by the Underwriters Underwriter for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters Underwriter at any time and from time to time in whole or in part by written notice from the Representative Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date (as defined herein) to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date (as defined herein) to the Additional Closing Date). This option may be exercised by the Representative Representatives on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations The Initial Notes will be offered and warranties and subject sold to the terms and conditions herein set forth, the Company agrees Initial Purchaser pursuant to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase an exemption from the registration requirements under the Act. The Company at the price has prepared a preliminary offering memorandum, dated February 2, 2005 (the “Purchase PricePreliminary Offering Memorandum”), and a final offering memorandum, dated February 7, 2005 (the “Offering Memorandum”), relating to the Company and its subsidiaries and the Notes. The Initial Purchaser has advised the Company that the Initial Purchaser will make offers (the “Exempt Resales”) of the Initial Notes on the terms set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject Offering Memorandum, as amended or supplemented, solely to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) persons whom the aggregate principal amount of Additional Notes Initial Purchaser reasonably believes to be “qualified institutional buyers,” as to which defined in Rule 144A under the option is being exercised Act (“QIBs”) and (ii) non-U.S. persons outside the dateUnited States in reliance upon Regulation S (“Regulation S”) under the Act (each, a “Reg S Investor”). The QIBs and the Reg S Investors are collectively referred to herein as the “Eligible Purchasers.” The Initial Purchaser will offer the Initial Notes to such Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Such price may be changed at any time and place at which such Additional without notice. Holders (including subsequent transferees) of the Initial Notes are will have the registration rights set forth in the registration rights agreement relating thereto (the “Registration Rights Agreement”), to be delivered dated as of the Closing Date, for so long as such Initial Notes constitute “Transfer Restricted Securities” (such dateas defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to the Company’s Floating Rate Senior Notes due 2015 (the “Exchange Notes”) to be offered in exchange for the Initial Notes (the “Exchange Offer”) and (ii) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Additional Closing Date” Registration Statements”) relating to the resale by certain holders of the Initial Notes, and to use its commercially reasonable efforts to cause such time of such dateRegistration Statements to be declared effective and to consummate the Exchange Offer. This Agreement, the “Additional Time of Purchase”); providedNotes, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than Indenture and the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Registration Rights Agreement are hereinafter referred to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased collectively as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company“Operative Documents.”

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative Representatives on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “"Purchase Price”") set forth in Schedule B hereto hereto, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing DateDate (as defined below)). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “"Additional Closing Date” " and such time of such date, the “"Additional Time of Purchase”"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis (1) The sale of the representations Debentures to the Purchasers is to be effected in a manner that is in compliance with Securities Laws and warranties upon the terms set out in the Prospectus and in this Agreement. The Agents will use their reasonable best efforts to arrange for Purchasers for the Debentures in the Qualifying Provinces in connection with the Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Debentures. (2) The Company agrees that, subject to the terms and conditions herein set forthprior written consent of the Company, such consent not to be unreasonably withheld, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall Agents will have the right to purchaseinvite one or more investment dealers (each, severally and not jointly, from a “Selling Firm”) to form a selling group to participate in the Company, ratably in accordance soliciting of offers to purchase the Debentures. The Agents have the exclusive right to control all compensation arrangements with the number of Firm Notes respect to be purchased by each of them, any such Selling Firm. The Company grants all or a portion of the Additional Notes, at the same Purchase Price rights and benefits of this Agreement to be paid any Selling Firm so appointed by the Underwriters Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Firm Notes (without giving effect Agents hereby accept such trust and agree to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative hold such rights and benefits for and on behalf of the several Underwriters at such Selling Firms. The Agents shall ensure that any time and from time to time in whole or in part by written notice from the Representative Selling Firm appointed pursuant to the Company, which notice may be given at any time within 30 days from the date provisions of this Agreement. Such notice shall set forth Section 2.2(2) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agree with the Agents to comply with the covenants and obligations given by the Agents herein. (i3) The Agents shall, upon the aggregate principal amount Company obtaining the Final Receipt, deliver one copy of Additional Notes as the Final Prospectus (together with any amendments thereto) to which all Persons resident in the option is being exercised and (ii) the date, time and place at which such Additional Notes Qualifying Provinces who are to acquire the Debentures. (4) Notwithstanding the foregoing provisions of this Section 2.2, an Agent will not be delivered liable to the Company under this Section 2.2 with respect to a default under this Section 2.2 by another Agent. (such date5) In the event that the Company is required by Securities Laws of the Qualifying Provinces to prepare and file any Supplementary Materials, the “Additional Closing Date” Company shall prepare and such time deliver promptly to the Agents signed and certified copies of such dateSupplementary Materials. Any Supplementary Materials shall be in form and substance satisfactory to the Agents. Concurrently with the delivery of any Supplementary Material, the “Additional Time Company shall deliver to the Agents, with respect to such Supplementary Material, documents similar to those referred to in Section 6.1 and the Agents agree to deliver a copy of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold any Supplementary Material to each Underwriter shall be Purchaser arranged by the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyAgents.

The Offering. Upon A registration statement with respect to the basis Partnership has been prepared by the Partnership in accordance with applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder covering the Units (the “Rules and Regulations”). Such registration statement was initially filed with the SEC on or about August 26, 2005. Copies of such registration statement and each amendment thereto have been or will be delivered to the Dealer. (The registration statement and prospectus contained therein, as finally amended and revised at the effective date of the registration statement, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus,” except that if the Prospectus first filed by the Partnership pursuant to Rule 424(b) under the Securities Act shall differ from the Prospectus, the term “Prospectus” shall also include the Prospectus filed pursuant to Rule 424(b).) The Dealer hereby agrees to use its best efforts to sell the Units for cash on the terms and conditions stated in the Prospectus. Nothing in this Selected Dealer Agreement (the “Agreement”) shall be deemed or construed to make the Dealer an association or other separate entity or employee, agent, representative or partner of the Partnership, the General Partner or with other dealers, and the Dealer is not authorized to act for the General Partner, the Partnership or any other dealer of the Units, or to make any representations on its behalf except as set forth in the Prospectus and such other printed information furnished to the Dealer by the Partnership to supplement the Prospectus (the “Supplemental Information”). The Dealer will be responsible for its share of any liability or expense based on any claim to the contrary. The Partnership shall not be liable to the Dealer, except for obligations expressly assumed in this Agreement and any liabilities under the Securities Act, and no obligations on the part of the Partnership will be implied or inferred from this Agreement. The foregoing provision shall not be deemed a waiver of any liability imposed under the Securities Act. This Agreement will confirm the understanding and agreement between the Partnership and you, the Dealer, with respect to your participation in the offering and sale of the Units on the terms and conditions and subject to the representations and warranties and subject to the terms and conditions herein hereinafter set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis (a) The final terms of the representations and warranties and subject Notes to the terms and conditions herein set forth, be issued by the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from Offering will be determined by the Company at the price (the “Purchase Price”) as set forth in Schedule B hereto a Private Offering Memorandum and term sheet (which, along with any amendment or supplement thereto, is referred to herein as the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition“Memorandum”), which the Company hereby grants will prepare for distribution to prospective purchasers of Notes in the several Underwriters the option to purchase and, upon the basis Offering. (b) Certain terms of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth Offering are as follows: (i) the aggregate principal amount Notes will be offered and sold in reliance on and in accordance with Rule 506(b) of Additional Notes Regulation D of the Securities Act and, as to which a result, the option is being exercised and Offering will be exempt from the registration requirements of the Securities Act; (ii) qualification of the dateTrust Indenture with respect to the Notes under the Trust Indenture Act of 1939, time as amended (the “Trust Indenture Act”), will not be required in connection with the offer, issuance, sale, or delivery of the Notes; (iii) the initial minimum investment in the Notes per investor will be $25,000; (iv) there will be no minimum aggregate amount of subscriptions for Notes that the Company must accept, or any other condition that must be satisfied, before the Company may close on the sale of any Notes in the Offering; (v) investors may purchase Notes through a licensed participating broker-dealer or associated persons of the Company that effect sales of the Notes in compliance with SEC Rule 3a4-1; (vi) the Company may elect to hold more than one closing for the sale of Notes; (vii) the Company reserves the right to temporarily suspend the Offering at any time, including, but not limited to, suspending the offer and place sale of any category of Notes made available under the Offering or terminate the Offering in its sole discretion; (viii) the Offering will terminate at which such Additional the earlier of (A) the sale of all of the Notes are to be delivered being offered in the Offering, and (such dateB) the date set forth in the Memorandum; provided that, the “Additional Closing Date” and such time Company may extend the Offering until September 1, 2017 at its sole discretion; and (ix) notwithstanding any contrary provision of such datethis Agreement, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two neither Managing Broker-Dealer nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion any other Selling Group Member will have any liability to the total aggregate principal amount Company or any other person for its failure to identify one or more prospective investors in the Offering or the failure of Additional the Company to sell any or all of the Notes being purchased as offered for sale in the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyOffering.

The Offering. Upon On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions of this Agreement, the Company hereby appoints the Underwriter as its sole and exclusive agent for the purpose of selling, in accordance with the terms and conditions hereof, the Firm Shares. The Underwriter hereby accepts such agency and agree to use its best efforts to sell the Firm Shares on said terms and conditions. All Firm Shares to be offered and sold in the Offering shall be sold through the Underwriter, as agent for the Company, and the Underwriter agrees to use its best efforts to sell the Firm Shares as agent for the Company, at the price per share set forth in Schedule A hereto. In consideration for the Underwriter’s efforts under this Section, the Company agrees to pay the Underwriter the commission (the “Selling Commission”) set forth in Schedule A hereto. The Underwriter may reject any offer to purchase the Firm Shares made through the Underwriter or a selected dealer in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter’s agreements contained herein. This is strictly a “best efforts” offering and there is no minimum contingency of a specific number of Firm Shares which must be sold prior to proceeding with a closing and the Underwriter is not required to purchase any Shares that are not sold or for which Purchasers have not paid in the Offering. The Company will not sell or agree to sell any of the Firm Shares otherwise than through the Underwriter until after the Closing Date. In the event any of the Company or any of its executive officers is contacted directly or indirectly by prospective Purchasers of the Firm Shares, the Company will promptly forward the names of such prospective Purchasers to the Underwriter. In addition, the Company hereby grants to the Underwriter, upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees option to issue and sell to the Underwriterssell, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each as agent of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional NotesShares, for the sole purpose of covering sales in excess of the number of Firm Shares, at the same Purchase Price to be paid price per share as sold by the Underwriters Underwriter for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date)Shares. This option may be exercised by the Representative on behalf of the several Underwriters Underwriter at any time and from time to time in whole or in part by written notice from the Representative Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount number of Additional Notes Shares as to which the option is being exercised exercised, (ii) the names and denominations in which the certificates will be delivered and (iiiii) the date, time and place at which such Additional Notes are to certificates will be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. If determined necessary in the judgment of the Underwriter, the Shares being sold to the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto here to the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis (1) The sale of the representations Debentures to the Purchasers is to be effected in a manner that is in compliance with Securities Laws and warranties upon the terms set out in the Prospectus and in this Agreement. The Agents will use their reasonable best efforts to arrange for Purchasers for the Debentures in the Qualifying Provinces in connection with the Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Debentures. (2) The Company agrees that, subject to the terms and conditions herein set forthprior written consent of the Company, such consent not to be unreasonably withheld, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall Agents have the right to purchaseinvite one or more investment dealers (each, severally and not jointly, from a “Selling Firm”) to form a selling group to participate in the Company, ratably in accordance with soliciting of offers to purchase the number of Firm Notes Debentures. The Agents have the exclusive right to be purchased by each of them, control all or a portion compensation arrangements between the members of the Additional Notes, at selling group. The Company grants all of the same Purchase Price rights and benefits of this Agreement to be paid any Selling Firm so appointed by the Underwriters Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Firm Notes (without giving effect Agents hereby accept such trust and agree to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative hold such rights and benefits for and on behalf of the several Underwriters at such Selling Firms. The Agents shall ensure that any time and from time to time in whole or in part by written notice from the Representative Selling Firm appointed pursuant to the Company, which notice may be given at any time within 30 days from the date provisions of this Agreement. Such notice shall set forth Section 2.2(2) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agree with the Agents to comply with the covenants and obligations given by the Agents herein. (i3) The Agents shall, upon the aggregate principal amount Company obtaining the Final Receipt, deliver one copy of Additional Notes as the Final Prospectus (together with any amendments thereto) to which all Persons resident in the option is being exercised and (ii) the date, time and place at which such Additional Notes Qualifying Provinces who are to acquire the Debentures. (4) Notwithstanding the foregoing provisions of this Section 2.2, an Agent will not be delivered liable to the Company under this Section 2.2 with respect to a default under this Section 2.2 by another Agent. (such date5) In the event that the Company is required by Securities Laws of the Qualifying Provinces to prepare and file any Supplementary Materials, the “Additional Closing Date” Company shall prepare and such time deliver promptly to the Agents signed and certified copies of such dateSupplementary Materials. Any Supplementary Materials shall be in form and substance satisfactory to the Agents. Concurrently with the delivery of any Supplementary Materials, the “Additional Time Company shall deliver to the Agents, with respect to such Supplementary Material, documents similar to those referred to in Section 6.1 and the Agents agree to deliver a copy of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold any Supplementary Material to each Underwriter shall be Purchaser arranged by the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyAgents.

The Offering. Upon the basis  (a) The final terms of the representations and warranties and subject Notes to the terms and conditions herein set forth, be issued by the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from Offering will be determined by the Company at the price (the “Purchase Price”) as set forth in Schedule B hereto a Private Offering Memorandum and term sheet (which, along with any amendment or supplement thereto, is referred to herein as the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition“Memorandum”), which the Company hereby grants will prepare for distribution to prospective purchasers of Notes in the several Underwriters the option to purchase and, upon the basis Offering.  (b) Certain terms of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth Offering are as follows:  (i) the aggregate principal amount Notes will be offered and sold in reliance on and in accordance with Rule 506(b) of Additional Notes Regulation D of the Securities Act and, as to which a result, the option is being exercised and Offering will be exempt from the registration requirements of the Securities Act;  (ii) qualification of the dateTrust Indenture with respect to the Notes under the Trust Indenture Act of 1939, time as amended (the “Trust Indenture Act”), will not be required in connection with the offer, issuance, sale, or delivery of the Notes;  (iii) the initial minimum investment in the Notes per investor will be $25,000;  (iv) there will be no minimum aggregate amount of subscriptions for Notes that the Company must accept, or any other condition that must be satisfied, before the Company may close on the sale of any Notes in the Offering;  (v) investors may purchase Notes through the Managing Broker Dealer or associated persons of the Company that effect sales of the Notes in compliance with SEC Rule 3a4-1;  (vi) the Company may elect to hold more than one closing for the sale of Notes;  (vii) the Company reserves the right to temporarily suspend the Offering at any time, including, but not limited to, suspending the offer and place sale of any category of Notes made available under the Offering or terminate the Offering in its sole discretion;  (viii) the Offering will terminate at which such Additional the earlier of (A) the sale of all of the Notes are to be delivered being offered in the Offering, and (such dateB) the date set forth in the Memorandum; provided that, the “Additional Closing Date” Company may extend the Offering until December 31, 2020 at its sole discretion; and such time  (ix) notwithstanding any contrary provision of such datethis Agreement, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion Managing Broker-Dealer will have no liability to the total aggregate principal amount Company or any other person for its failure to identify one or more prospective investors in the Offering or the failure of Additional the Company to sell any or all of the Notes being purchased as offered for sale in the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereofOffering. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase andpurchase, and upon the basis of the representations representations, warranties and warranties agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional NotesOption Shares, at the same Purchase Price purchase price per share to be paid by the Underwriters to the Company for the Firm Notes (without giving effect to any accrued interest from Shares as set forth opposite the Closing Date to the Additional Closing Date)names of such Underwriters on Schedule C hereto. This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole on or in part before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreementelectronic (“Option Shares Notice”). Such notice The Option Shares Notice shall set forth (i) the aggregate principal amount number of Additional Notes Option Shares as to which the option is being exercised exercised, and (ii) the date, date and time and place at which such Additional Notes when the Option Shares are to be delivered (such date, date and time being herein referred to as the “Additional Option Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase Option Closing Date may be simultaneous withthe same date and time as the Closing Date (as defined below), but shall not be earlier than the Time of Purchase (as defined below) and shall not be Closing Date nor earlier than two nor later than five full the second (2nd) business days day after delivery the date on which the option to purchase Option Shares shall have been exercised. As of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears Option Closing Date, the same proportion Company will issue and sell to the total aggregate principal amount of Additional Notes being purchased as Underwriters, and the Underwriters will purchase from the Company, the number of Firm Notes Option Shares set forth opposite in the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyOption Shares Notice.

The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”“) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, for the sole purpose of covering overallotments made in the offering of the Firm Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” “ and such time of such date, the “Additional Time of Purchase”“); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.