(e) The Partnership and the General Partner and the Underwriters agree that
it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no
Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available
to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 8 and the representations and warranties of the Partnership and the General Partner contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or by or on behalf of the Partnership, the General Partner, their respective officers or directors or any person controlling the Partnership or the General
Partner and (iii) acceptance of and payment for any of the Securities.
9. Termination. The Underwriters may terminate this
Agreement by notice given by you to the Partnership, if after the execution and delivery of this Agreement and prior to the Closing Date (a) trading generally shall have been suspended or materially limited on, or by, as the case may be, the
New York Stock Exchange, (b) trading of any securities of the Partnership shall have been suspended on any exchange or in any over-the-counter market, (c) a
general moratorium on commercial banking activities in New York shall have been declared by Federal or New York State authorities or (d) there shall have occurred (i) any outbreak or escalation of hostilities, or any change in financial
markets or any calamity or crisis or (ii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdiction shall have occurred that, in your judgment, is material and adverse and
which, singly or together with any other event specified in this clause (d), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the
Time of Sale Prospectus or the Prospectus.