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 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 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 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 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 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 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 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 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 Company is offering for sale in this offering (the basis "OFFERING") up to 1,700,000 shares (the "Maximum Offering") of its common stock, par value $0.001 per share (the "COMMON STOCK"). Notwithstanding the foregoing, the Company, in its sole discretion, may increase the Maximum Offering, at any time during the Offering and without prior notice, by up to ten percent (10%). There is no minimum offering, and the Company may accept and close upon subscriptions from time to time in its sole discretion during the offering period referred to in this Agreement. In addition to the shares of Common Stock being offered hereby (the "Shares"), for every two Shares acquired by a Purchaser at an applicable Closing (as such term is hereinafter defined) pursuant to this Agreement, the Company shall deliver to such Purchaser a warrant (the "WARRANT") to purchase one share of Common Stock. The Warrants, which shall not be transferable, shall initially be exercisable at $3.00 per share of Common Stock, subject to adjustment, and be exercisable for a period of three (3) years after issuance or until the date which is ten (10) days after the Company furnishes written notice to the Warrant holder that the market price of the representations Common Stock has been at least 350% of the then applicable exercise price of the Warrant for a period of at least thirty (30) days, and warranties the average trading volume of the Common Stock has been at least 100,000 shares per day during the preceding thirty (30) days. The shares of Common Stock which may be acquired upon exercise of a Warrant are sometimes hereinafter referred to as the "WARRANT SHARES"). The Shares and subject the Warrants are sometimes hereinafter referred to as the "SECURITIES". The Purchasers of the Securities shall have the benefit of certain registration rights in respect of the Shares and the Warrant Shares on the terms and conditions herein set forthof a Registration Rights Agreement, in the form of EXHIBIT A hereto (the "REGISTRATION RIGHTS AGREEMENT"). The Company is offering the Securities only to individuals, entities or groups, including, without limitation, corporations, limited liability companies, limited or general partnerships, joint ventures, associations, joint stock companies, trusts, unincorporated organizations, or governments or any agencies or political subdivisions thereof (each, a "PERSON") who are "accredited investors" (as defined herein). The Company is making the Offering of the Securities directly through certain of its officers and its directors, but may engage a placement agent (the "PLACEMENT AGENT") and other registered broker-dealers ("OTHER PARTICIPATING AGENTS") may also place Securities. If the Company should engage a Placement Agent or any Other Participating Agent, the Company agrees presently intends to issue and sell pay to the UnderwritersPlacement Agent and to Other Participating Agents, severally and not jointlyif any, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each commissions equal to up to 10% of the Underwriters, severally and not jointly, agrees to purchase from gross sales price of the Company at Shares sold in the price (offering by 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 hereofapplicable Placement Agent or Other Participating Agent. In addition, the Company hereby grants presently intends to issue to any such Placement Agent or Other Participating Agent, if any, at the several Underwriters final Closing warrants (the option "PLACEMENT AGENT Warrants") granting to purchase and, upon the basis of the representations and warranties and subject such person warrant coverage equal 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 10% on the number of Firm Notes Shares (but not Warrant Shares) sold in the Offering to investors introduced by that person (without duplication of introduction). The Placement Agent Warrants shall initially be purchased exercisable at $2.00 per share of Common Stock, subject to adjustment, commencing one year after the date of issuance and continuing for five (5) years thereafter, and, unlike the Warrants issued to Purchasers, shall contain a cashless exercise provision. The Placement Agent Warrants shall be transferable by each of them, all the Placement Agent or a portion of the Additional Notes, at Other Participating Agent receiving the same Purchase Price to be paid its officers, directors, shareholders and employees, as well as by the Underwriters for the Firm Notes (without giving effect such persons to any accrued interest from the Closing Date to the Additional Closing Date). This option their immediate family affiliates in connection with estate planning, provided that no such transfer or disposition may be exercised by the Representative on behalf made other than in compliance with applicable securities laws and furnishing satisfactory evidence of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative such compliance to the Company. The Company will indemnify the Placement Agent and any Other Participating Agents, which notice may if any, against certain liabilities. The Company will pay its own costs of the Offering. The Company will also pay a non-accountable expense fee to the Placement Agent equal to 3% of the gross sales price of the Shares (but not any Warrant Shares) sold in the Offering to investors introduced by the Placement Agent (without duplication of introduction), such 3% amount being sometimes hereafter referred to as the "NON-ACCOUNTABLE EXPENSE ALLOWANCE". Notwithstanding the foregoing, the Non-Accountable Expense Allowance shall be given at any time within 30 days from reduced on a dollar-for-dollar basis by the date fees and expenses of the Company's counsel for preparing and furnishing the opinion letter referred to in Section 3.4(d) of this Agreement. Such notice All subscription proceeds in the Offering will be paid at Closing to the account or accounts specified in or pursuant to Section 1.2 herein, provided that the Company will utilize an escrow agent (the "ESCROW AGENT") for receipt of funds if required under applicable law. All references in this Agreement to the Escrow Agent 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 be deemed 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 references to the total aggregate principal amount of Additional Notes being purchased as Company 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 Companyevent that there is no third party Escrow Agent.

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 Company is offering for sale in this offering (the basis "Offering") up to 7,000,000 shares (the "Maximum Offering") of its common stock, par value $0.001 per share (the "Common Stock"). Notwithstanding the foregoing, the Company, in its sole discretion, may increase the Maximum Offering, at any time during the Offering and without prior notice, by up to ten percent (10%). There is no minimum offering, and the Company may accept and close upon subscriptions from time to time in its sole discretion during the offering period referred to in this Agreement. In addition to the shares of Common Stock being offered hereby (the "Shares"), for every two Shares acquired by a Purchaser at an applicable Closing (as such term is hereinafter defined) pursuant to this Agreement, the Company shall deliver to such Purchaser a warrant (the "Warrant") to purchase one share of Common Stock. The Warrants, which shall not be transferable, shall initially be exercisable at $3.00 per share of Common Stock, subject to adjustment, and be exercisable for a period of three (3) years after issuance or until the date which is ten (10) days after the Company furnishes written notice to the Warrant holder that the market price of the representations Common Stock has been at least 400% of the then applicable exercise price of the Warrant for a period of at least thirty (30) days, and warranties the average trading volume of the Common Stock has been at least 100,000 shares per day during the preceding thirty (30) days. The shares of Common Stock which may be acquired upon exercise of a Warrant are sometimes hereinafter referred to as the "Warrant Shares"). The Shares and subject the Warrants are sometimes hereinafter referred to as the "Securities". The Purchasers of the Securities shall have the benefit of certain registration rights in respect of the Shares and the Warrant Shares on the terms and conditions herein set forthof a Registration Rights Agreement, in the form of Exhibit A hereto (the "Registration Rights Agreement"). The Company is offering the Securities only to individuals, entities or groups, including, without limitation, corporations, limited liability companies, limited or general partnerships, joint ventures, associations, joint stock companies, trusts, unincorporated organizations, or governments or any agencies or political subdivisions thereof (each, a "Person") who are "accredited investors" (as defined herein). The Company is making the Offering of the Securities directly through certain of its officers and its directors, but may engage a placement agent (the "Placement Agent") and other registered broker-dealers ("Other Participating Agents") may also place Securities. If the Company should engage a Placement Agent or any Other Participating Agent, the Company agrees presently intends to issue and sell pay to the UnderwritersPlacement Agent and to Other Participating Agents, severally and not jointlyif any, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each commissions equal to up to 10% of the Underwriters, severally and not jointly, agrees to purchase from gross sales price of the Company at Shares sold in the price (offering by 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 hereofapplicable Placement Agent or Other Participating Agent. In addition, the Company hereby grants presently intends to issue to any such Placement Agent or Other Participating Agent, if any, at the several Underwriters final Closing warrants (the option "Placement Agent Warrants") granting to purchase and, upon the basis of the representations and warranties and subject such person warrant coverage equal 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 10% on the number of Firm Notes Shares (but not Warrant Shares) sold in the Offering to investors introduced by that person (without duplication of introduction). The Placement Agent Warrants shall initially be purchased exercisable at $2.00 per share of Common Stock, subject to adjustment, commencing one year after the date of issuance and continuing for five (5) years thereafter, and, unlike the Warrants issued to Purchasers, shall contain a cashless exercise provision. The Placement Agent Warrants shall be transferable by each of them, all the Placement Agent or a portion of the Additional Notes, at Other Participating Agent receiving the same Purchase Price to be paid its officers, directors, shareholders and employees, as well as by the Underwriters for the Firm Notes (without giving effect such persons to any accrued interest from the Closing Date to the Additional Closing Date). This option their immediate family affiliates in connection with estate planning, provided that no such transfer or disposition may be exercised by the Representative on behalf made other than in compliance with applicable securities laws and furnishing satisfactory evidence of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative such compliance to the Company. The Company will indemnify the Placement Agent and any Other Participating Agents, which notice may if any, against certain liabilities. The Company will pay its own costs of the Offering. The Company will also pay a non-accountable expense fee to the Placement Agent equal to 3% of the gross sales price of the Shares (but not any Warrant Shares) sold in the Offering to investors introduced by the Placement Agent (without duplication of introduction), such 3% amount being sometimes hereafter referred to as the "Non-Accountable Expense Allowance. Notwithstanding the foregoing, the Non-Accountable Expense Allowance shall be given at any time within 30 days from reduced on a dollar-for-dollar basis by the date fees and expenses of the Company's counsel for preparing and furnishing the opinion letter referred to in Section 3.4(d) of this Agreement. Such notice All subscription proceeds in the Offering will be paid at Closing to the account or accounts specified in or pursuant to Section 1.2 herein, provided that the Company will utilize an escrow agent (the "Escrow Agent") for receipt of funds if required under applicable law. All references in this Agreement to the Escrow Agent 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 be deemed 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 references to the total aggregate principal amount of Additional Notes being purchased as Company 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 Companyevent that there is no third party Escrow Agent.

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 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 The Company is offering to the terms public four classes of Shares: Class T shares, Class S shares, Class D shares and conditions herein set forthClass I shares. The differences between the classes of Shares and the eligibility requirements for each class are described in detail in the Prospectus. The Shares are to be offered and sold to the public as described under the caption “Plan of Distribution” in the Prospectus. Except as otherwise agreed by the Company and the Dealer Manager, Shares sold through the Dealer Manager are to be sold through (a) the participating broker-dealers (each a “Dealer” and collectively, the Company agrees to issue and sell “Dealers”) with whom the Dealer Manager has entered into or will enter into a participating dealer agreement related to the Underwritersdistribution of Shares substantially in such form as approved by the Company (each a “Participating Dealer Agreement”), severally (b) certain investment advisors, including, without limitation, both registered investment advisers (“RIAs”) and not jointlyother advisors or managers exempt from federal and/or state RIA registration (each a “Selected RIA” and collectively, the aggregate principal amount “Selected RIAs”) with whom the Dealer Manager has elected, in its sole discretion, to enter into a selected RIA agreement related to the distribution of Firm Notes set forth opposite the name of such Underwriter on Schedule AShares (a “Selected RIA Agreement”), and (c) other qualified financial institutions (each a “Selected Institution” and, collectively with the Dealers and Selected RIAs, the “Offering Participants”) with whom the Dealer Manager has elected, in its sole discretion, to enter into an appropriate agreement or other arrangements regarding the distribution or purchase of the Underwriters, severally and not jointly, agrees Shares in a form agreed to purchase from by the Company (each a “Selected Institution Agreement”), at a purchase price generally equal to the price Company’s prior month’s net asset value (the “Purchase PriceNAV”) 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 per share applicable to the several Underwriters the option to purchase and, upon the basis class 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 Shares being purchased (as calculated in accordance with the number of Firm Notes procedures described in the Prospectus), or at a different offering price made available to be purchased by each of them, all or investors in cases where the Company believes there has been a portion material change to the NAV per Share since the end of the Additional Notesprior month, at plus in either case any applicable selling commissions and dealer manager fees, subject in certain circumstances to reductions thereof as described in the same Purchase Price to be paid by Prospectus. For stockholders who participate in the Underwriters for the Firm Notes Company’s distribution reinvestment plan (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 as amended from time to time in whole or in part by written notice from time, the Representative “DRIP”), the cash distributions attributable to the Company, which notice may class of Shares that each stockholder owns will be given at any time within 30 days from automatically invested in additional shares of the date of this Agreementsame class. 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 The DRIP Shares are to be delivered (such date, issued and sold to stockholders of the “Additional Closing Date” Company at a purchase price equal to the Primary Share offering price per share before any applicable selling commissions and such time dealer manager fees of such date, the “Additional Time applicable class of Purchase”); provided, however, Shares on the date that the Additional Time distribution is payable. For avoidance of Purchase may be simultaneous withdoubt, but shall it is expressly understood that where reference is made herein to Offering Participants participating in the sale, offering, or distribution of Shares, or such activities being conducted through or solicited by them, when such terms are applied to Offering Participants who are not be earlier than the Time of Purchase (as defined below) Dealers, such terms are intended to refer only to activities for which an Offering Participant is properly registered, licensed, and shall authorized to engage in and are 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 intended to be sold to each Underwriter shall be the aggregate principal amount include activities for 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 Notesan Offering Participant is not properly registered, 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 Companylicensed, and authorized.