Common use of Delivery of and Payment for the Units Clause in Contracts

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are is sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place and time as shall be determined by agreement between among the Representatives Representatives, the Selling Unitholder and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Selling Unitholder to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Unitholder by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Selling Unitholder and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place and time as shall be determined by agreement between among the Representatives Representatives, the Selling Unitholder and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Selling Unitholder to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives Representative for the account of each Underwriter, against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this the date and time when the Option Units are to be delivered shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised; provided further, however, that if the option is exercised prior to the Initial Delivery Date, the date and time when the Option Units are to be delivered shall be the Initial Delivery Date. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit the Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. (a) Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 the offices of Xxxxxx & Xxxxxx L.L.P. at 9:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date date, time or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to herein as the “Initial First Delivery Date.” On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts account(s) specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Firm Units at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. . (b) The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 hereof will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesAgreement; provided provided, however, that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. The Option may be exercised in whole or in part from time to time by written notice to the Partnership by the Representatives. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this such date and time shall not be earlier than the Initial First Delivery Date nor Date, earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional specified for delivery of any Option Units are delivered is sometimes referred to herein as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to herein as a “Delivery Date.” ” (c) Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in the preceding first sentence of paragraph (a) of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership) on the applicable Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of The Depository Trust Company against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts account(s) specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Option Units at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 9 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or date, time and/or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Firm Units at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter the Underwriters hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 hereof will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 hereof will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional such Option Units are to be registered, the denominations in which the Additional such Option Units are to be issued and the date date, time and timeplace, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date Date, nor (if this date is not the Initial Delivery Date) earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised exercised, nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, the place and time and on the date specified in the corresponding notice described in the preceding paragraph or at such other date or date, time and/or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Option Units at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter the Underwriters to purchase the Option Units hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxxxx Xxxxx LLP at 10:00 A.M., New York City Eastern time, on the third full business day following the date of this Agreement or at such other date date, time or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” On the Initial Delivery of Date, the Partnership shall deliver the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Firm Units at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company Company, New York, New York (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership) at 10:00 A.M., Eastern time, on such Option Unit Delivery Date. On each Additional such Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Option Units at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company Company, New York, New York (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor nor, with respect to any Option Securities to be delivered after the Initial Delivery Date, earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit the Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Xxxxx Fargo Securities, LLC for the account of each Underwriter against payment by the several Underwriters through the Representatives and Xxxxx Fargo Securities, LLC of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Underwriters shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesUnderwriters; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.”

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Unitholder. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Selling Unitholder to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership and the Selling Unitholder by the Representatives; provided provided, however, that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” ”, and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Option Units by the Company Selling Unitholder and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Unitholder. On each Additional Unit Option Units Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Selling Unitholder to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.the offices of Xxxxxxx Xxxxx LLP, New York City 000 Xxxxxx, Suite 4200, Houston, Texas 77002, beginning at 8:30 a.m., Houston, Texas time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 thirty (30) days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Partnership) beginning at 8:30 a.m., Houston, Texas time, on such Second Delivery Date, . Delivery of the Company Option Units shall deliver, or cause to be delivered, the Additional Units, made to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyTrust. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit the Option Units Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement December 21, 2005, or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Unitholder Parties. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Selling Unitholder Parties to or upon the order of the Company of the purchase price Selling Unitholder Parties by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder Parties. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Unitholder Parties by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional shares of Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Selling Unitholder Parties) at 10:00 A.M., New York City time, on such Option Unit Delivery Date, . Delivery of the Company Firm Units shall deliver, or cause to be delivered, the Additional Units, made to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company to or upon the order of the Company of the purchase price Selling Unitholder Parties by wire transfer in immediately available funds to the accounts account(s) specified by the CompanySelling Unitholder Parties. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of the Option Units shall deliver the Additional Units be made through the facilities of DTC The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement August 8, 2005, or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Unitholder Parties. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Selling Unitholder Parties to or upon the order of the Company of the purchase price Selling Unitholder Parties by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder Parties. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Unitholder Parties by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional shares of Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Selling Unitholder Parties) at 10:00 A.M., New York City time, on such Option Unit Delivery Date, . Delivery of the Company Firm Units shall deliver, or cause to be delivered, the Additional Units, made to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company to or upon the order of the Company of the purchase price Selling Unitholder Parties by wire transfer in immediately available funds to the accounts account(s) specified by the CompanySelling Unitholder Parties. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of the Option Units shall deliver the Additional Units be made through the facilities of DTC The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxxx & Xxxxxx L.L.P. at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriter, the Selling Unitholder and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the Selling Unitholder shall deliver or cause to be delivered certificates representing the Firm Units shall be made to the Representatives Underwriter for the account of each the Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Selling Unitholder by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business dayUnderwriter. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued purchased and the date and time, as determined by the RepresentativesUnderwriter, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an the “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit the Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 5 (or at such other place as shall be determined by agreement between the Underwriter and the Selling Unitholder) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySecond Delivery Date. On each Additional Unit the Second Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered certificates representing the Additional Units, Option Units to the Representatives Underwriter for the account of each Underwriter, the Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.a.m., New York City time, on the third full business day following the date of this Agreement September 11, 2017 or at such other date or place as shall be determined by agreement between the Representatives Representatives, the Partnership and the CompanySelling Unitholder. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Selling Unitholder to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Unitholder by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time when the Option Units are to be delivered shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Selling Unitholder and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Unitholder. On each Additional Unit Option Units Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Selling Unitholder to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.a.m., New York City time, on the third full business day following the date of this Agreement March 30, 2016 or at such other date or place as shall be determined by agreement between the Representatives Representatives, the Partnership and the CompanySelling Unitholder. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Selling Unitholder to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Unitholder by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time when the Option Units are to be delivered shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Selling Unitholder and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Unitholder. On each Additional Unit Option Units Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Selling Unitholder to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00A.M., New York, New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership. This date and time are sometimes referred to as herein called the “Initial First Delivery Date.” On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional Option Units are delivered is sometimes referred to as an herein called a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as herein called a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership) at 10:00 A.M., New York, New York time, on such Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 [10:00] A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” ”, and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 [10:00] A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units Option Unit being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Axxxxxx Xxxxx LLP at 10:00 A.M., New York City Eastern time, on the third fourth full business day following the date of this Agreement or at such other date date, time or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” On the Initial Delivery of Date, the Partnership shall deliver the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Firm Units at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company Company, New York, New York (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership) at 10:00 A.M., Eastern time, on such Option Unit Delivery Date. On each Additional such Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Option Units at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter Underwriters against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the Underwriters hereunder. The Company shall deliver the Common Stock issued as part of the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Underwriters shall otherwise instruct. The Over-Allotment Option option granted in Section 2 of this Agreement will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesUnderwriters; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 of this Agreement will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the Company. On each Additional Unit the Option Units Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriters against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the Underwriters hereunder. The Company shall deliver the Additional Common Stock issued as part of the Option Units through the facilities of DTC unless the Representatives Underwriters shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Over-Allotment Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On each Additional Over-Allotment Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives Representative for the account of each Underwriter, against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third second full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives Representative for the account of each Underwriter, against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement Agreement, at the offices of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Units shall be made to the Representatives for the account of each the Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives Underwriter shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised; provided further, however, that if the option is exercised prior to the Initial Delivery Date, the date and time when the Option Units are to be delivered shall be the Initial Delivery Date. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” ”, and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph at the offices of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, the Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement at the offices of Xxxxxxx Xxxxx LLP, 000 Xxxxxx Xx., Suite 4200, Houston, Texas 77002, or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and timedate, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, at the offices of Xxxxxxx Xxxxx LLP, 000 Xxxxxx Xx., Suite 4200, Houston, Texas 77002, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. On each Additional Unit the Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanySponsor. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Sponsor to or upon the order of the Company Sponsor of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySponsor. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Sponsor shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Sponsor by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” ”, and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Option Units by the Company Sponsor and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySponsor. On each Additional the Option Unit Delivery Date, the Company Sponsor shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Sponsor to or upon the order of the Company Sponsor of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySponsor. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Sponsor shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or date, time and/or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Firm Units at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter the Underwriters hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 hereof will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 hereof will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional such Option Units are to be registered, the denominations in which the Additional such Option Units are to be issued and the date date, time and timeplace, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date Date, nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised exercised, nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, the place and time and on the date specified in the corresponding notice described in the preceding paragraph or at such other date or date, time and/or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Option Units at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter the Underwriters to purchase the Option Units hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (the “DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” ”, and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York, New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership) at 10:00 A.M., New York, New York time, on such Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of [Xxxxxx & Xxxxxx L.L.P., New York City, New York], at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Xxxxxx Brothers Inc. and the CompanyPartnership. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " Delivery of the Firm Units shall be made to the Representatives Xxxxxx Brothers Inc. for the account of each Underwriter against payment by the several Underwriters through the Representatives and Xxxxxx Brothers Inc. of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Delivery of Firm Units shall be made through the facilities of The Depository Trust Company (“"DTC”") unless the Representatives Xxxxxx Brothers Inc. shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the RepresentativesXxxxxx Brothers Inc.; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesXxxxxx Brothers Inc., when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit a "Second Delivery Date,” " and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between Xxxxxx Brothers Inc. and the Partnership) at 10:00 A.M., New York City time, on such Second Delivery Date. Delivery of the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as Option Units shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause made to be delivered, the Additional Units, to the Representatives Xxxxxx Brothers Inc. for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and Xxxxxx Brothers Inc. of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of Option Units shall deliver the Additional Units be made through the facilities of DTC unless the Representatives Xxxxxx Brothers Inc. shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.a.m., New York City time, on the third full business day following the date of this Agreement May 28, 2019 or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit the Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives Representative for the account of each Underwriter, against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxx Xxxxx L.L.P., One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000-0000, at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriter and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the Partnership shall cause its transfer agent to deposit as original issue the Firm Units shall be made pursuant to the Representatives Full Fast Delivery Program of The Depository Trust Company (“DTC”) for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business dayeach Underwriter. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representativeseach Underwriter, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between each Underwriter and the Partnership) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySecond Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, or cause its transfer agent to be delivered, deposit as original issue the Additional Units, Option Units pursuant to the Representatives Full Fast Delivery Program of the DTC for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place and time as shall be determined by agreement between among the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., A.M. New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place and time as shall be determined by agreement between among the Representatives and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “"Initial Delivery Date.” " Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the account or accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercisedexercised (unless such date is postponed pursuant to Section 9). Each date and time the Additional that any Option Units are delivered is sometimes referred to as an “Additional Unit "Option Units Delivery Date,” " and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are each sometimes each referred to as a “"Delivery Date.” " Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit the Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the account or accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units and the Option Units (including if the Deferred Discountoption provided for in Section 3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 A.M., New York City time, on the third full business day following date and at the date of this Agreement time specified on Schedule 3 hereto, or at such other time on such later date or place not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be determined postponed by agreement between the Representatives and the Company. This Selling Unitholder or as provided in Section 11 hereof (such date and time are sometimes referred to as of delivery of any payment for the Firm Units being herein called the “Initial Delivery Closing Date.” ”). Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company thereof to or upon the order of the Company of the purchase price Selling Unitholder by wire transfer payable in immediately available same-day funds to the accounts an account specified by the CompanySelling Unitholder. Time shall be Delivery of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct. If the option provided for in Section 3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Unitholder will deliver the Option Units (at the expense of the Selling Unitholder) to the Underwriters, at the offices of Vxxxxx & Exxxxx L.L.P., Houston, Texas, on the date and at the time specified by the Representatives (which shall be within three Business Days after exercise of said option) (the “Option Closing Date”) for the respective accounts of the several Underwriters against payment by the several Underwriters of the purchase price thereof to or upon the order of the Selling Unitholder by wire transfer payable in same-day funds to an account specified by the Selling Unitholder. Delivery of the Option Units shall be made through the facilities of DTC unless the Representatives shall otherwise instruct. If the Option Closing Date for the Option Units occurs after the Closing Date, the Selling Unitholder will deliver to the Underwriters on the Option Closing Date for the Option Units, and the obligation of the Underwriters to purchase the Option Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 8 hereof.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.a.m., New York City time, on the third full business day following the date of this Agreement August 3, 2018 or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.[10:00] a.m., New York City time, on the third full business day following the date of this Agreement [ · ], 2014 or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time when the Option Units are to be delivered shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M.[10:00] a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.the offices of Andrews & Kurth Mayor, New York City Day, Caldwell & Keeton L.L.P. at 8:30 a.m., Xxxxxxx, Txxxx time, on the third full business xxxxxx xull xxxxxess day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives for the account of each Underwriter in book entry form through the facilities of the Depository Trust Company against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit a "Second Delivery Date,” " and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “"Delivery Date.” ". Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership) at 8:30 a.m., Houston, Texas time, on such Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of the Depository Trust Company against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement April 15, 2014 or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.a.m., New York City time, on the third full business day following the date of this Agreement November 10, 2014 or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time when the Option Units are to be delivered shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 the offices of Axxxxxx Xxxxx LLP, 600 Travis, Suite 4200, Houston, Texas 77002 at 9:00 A.M., New York City Houston, Texas time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company (“DTC”) against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between among the Representatives and the CompanyPartnership) at 9:00 A.M., Houston, Texas time, on such Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriter, the Partnership and the CompanySelling Unitholder. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each the Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the aggregate purchase price of the Firm Units being sold by the Company Selling Unitholder to or upon the order of the Company of the purchase price Selling Unitholder by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Unitholder shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Underwriter shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership and the Selling Unitholder by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesUnderwriter, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Selling Unitholder and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Underwriter, the Partnership and the CompanySelling Unitholder. On each Additional Unit the Option Units Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, the Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Selling Unitholder to or upon the order of the Company of the purchase price Selling Unitholder by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each the Underwriter hereunder. The Company Selling Unitholder shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M.a.m., New York City time, on the third full business day following the date of this Agreement March 31, 2010, or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price Selling Unitholder by wire transfer in immediately available funds to the account or accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Unitholder and the Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercisedexercised (unless such date is postponed pursuant to Section 11). Each date and time the Additional that any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are each sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Unit the Option Units Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company to or upon the order of the Company of the purchase price Selling Unitholder by wire transfer in immediately available funds to the account or accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxxx & Xxxxxx L.L.P. at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Partnership shall cause its transfer agent to deposit as original issue the Firm Units shall be made pursuant to the Representatives Full Fast Delivery Program of The Depository Trust Company ("DTC") for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each In the event the Underwriters do not exercise the option granted in Section 2 in full within the time prescribed by the preceding paragraph, the Partnership shall provide Sunoco with written notice of the same, together with the date and time, as determined by the Partnership, when the remaining Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the second business day or later than the fifth business day after the date on which such notice is given. The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit the "Second Delivery Date,” " and the Initial First Delivery Date and any Additional Unit the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Representatives or the Sunoco Related Party, as the case may be, and the Partnership) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySecond Delivery Date. On each Additional Unit the Second Delivery Date, the Company Partnership shall deliver, or cause its transfer agent to be delivered, deposit as original issue the Additional Units, Option Units pursuant to the Representatives Full Fast Delivery Program of the DTC for the account of each UnderwriterUnderwriter or the Sunoco Related Party, as the case may be, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter Underwriter, but shall not be a further condition of the obligation of any Sunoco Related Party hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxxx & Xxxxxx L.L.P. at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement , 2006, or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an the “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional the Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership) at 10:00 A.M., New York City time, on the Option Unit Delivery Date. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriters against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxx Xxxxx L.L.P., 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the Partnership shall cause its transfer agent to deposit as original issue the Firm Units shall be made pursuant to the Representatives Full Fast Delivery Program of The Depository Trust Company (“DTC”) for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business dayUnderwriters. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Partnership) at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanySecond Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, or cause its transfer agent to be delivered, deposit as original issue the Additional Units, Option Units pursuant to the Representatives Full Fast Delivery Program of the DTC for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct. (1) To be discussed.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.the offices of Xxxxxxx Xxxxx LLP in Houston, New York City Texas beginning at 9:00 a.m. Houston, Texas time, on the third fourth full business day following the date of this Agreement or at such other time, date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives for the account of each Underwriter in book entry form through the facilities of the Depository Trust Company against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The Over-Allotment Option granted in Section 2 will expire 45 thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership) beginning at 9:00 a.m., Houston, Texas time, on such Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of the Depository Trust Company against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Upon delivery, the Option Units shall deliver the Additional Units through the facilities of DTC unless be registered in such names and in such denominations as the Representatives shall otherwise instructrequest.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 2300 First City Tower, 0000 Xxxxxx, Houston, Texas 77002 at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement , 2006 or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. This date and time are sometimes referred to as the “"Initial Delivery Date.” " Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company ("DTC") against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesRepresentative; provided provided, that if such date falls on a day that is not a business day, the Over-Allotment Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional "Option Unit Delivery Date,” " and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement among the Representative and the Partnership at 10:00 A.M., New York City time, on the date such Option Unit Delivery Date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Companyparagraph. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter in book entry form through the facilities of The Depository Trust Company ("DTC") against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.the offices of Xxxxxxx Xxxxx LLP in Houston, New York City Texas beginning at 9:00 a.m. Houston, Texas time, on the third [fourth] full business day following the date of this Agreement or at such other time, date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives for the account of each Underwriter in book entry form through the facilities of the Depository Trust Company against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership and the Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The Over-Allotment Option granted in Section 3 will expire 45 thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Selling Unitholder by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit a "Second Delivery Date,” " and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives and the CompanySelling Unitholder) beginning at 9:00 a.m., Houston, Texas time, on such Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter in book entry form through the facilities of the Depository Trust Company against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Selling Unitholder of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Upon delivery, the Option Units shall deliver the Additional Units through the facilities of DTC unless be registered in such names and in such denominations as the Representatives shall otherwise instructrequest.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement August 15, 2014 or at such other date or place as shall be determined by agreement between among the Representatives Representative and the CompanySponsor. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Sponsor to or upon the order of the Company Sponsor of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySponsor. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Sponsor shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Sponsor by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Sponsor and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between among the Representatives Representative and the CompanySponsor. On each Additional Unit Option Units Delivery Date, the Company Sponsor shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Sponsor to or upon the order of the Company Sponsor of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySponsor. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Sponsor shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between among the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option will expire 45 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between among the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. On each Additional Unit the Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Lxxxxx Brothers Inc. for the account of each Underwriter against payment by the several Underwriters through the Representatives and Lxxxxx Brothers Inc. of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Delivery of the Firm Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Underwriters shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesUnderwriters; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesUnderwriters, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.”

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including any Option Units provided for in Section 2(b) hereof that have been exercised on or before the Deferred Discountthird business day prior to the First Delivery Date) shall be made at 10:00 A.M., New York City time, on the third full business day following date and at the date of this Agreement time specified in Schedule I hereto or at such other time on such later date or place not more than three business days after the foregoing date as the Representatives shall designate, which date and time may be determined postponed by agreement between among the Representatives and the Company. This Partnership or as provided in Section 9 hereof (such date and time are sometimes referred to as of delivery and payment for the Firm Units being herein called the “Initial First Delivery Date.” ”). Delivery of the Firm Units shall be made to the Representatives UBS for the account respective accounts of each Underwriter the several Underwriters against payment by the several Underwriters through the Representatives and UBS of the aggregate purchase price of the Firm Units being sold by the Company thereof to or upon the order of the Company of the purchase price Partnership by wire transfer payable in immediately available same-day funds to the accounts an account specified by the CompanyPartnership. Delivery of the Firm Units shall be made in book-entry form through the Full Fast Program of the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall If the option provided for in Section 2(b) hereof is exercised after the third business day prior to the First Delivery Date, the Partnership will deliver the Firm Option Units through (at the facilities expense of The Depository Trust Company the Partnership) to UBS Securities LLC, at 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by UBS (“DTC”) unless the Representatives which shall otherwise instruct. The Over-Allotment Option will expire 45 be within three business days after exercise of said option) (the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day“Second Delivery Date”, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit First Delivery Date,” and the Initial Delivery Date and any Additional Unit Delivery Date are sometimes , each referred to as a “Delivery Date.” Delivery ”) for the respective accounts of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each UnderwriterUnderwriters, against payment by the several Underwriters through the Representatives and UBS of the respective aggregate purchase prices of the Additional Units being sold by the Company price thereof to or upon the order of the Company of the purchase price Partnership by wire transfer payable in immediately available same-day funds to the accounts an account specified by the CompanyPartnership. Time shall be of If settlement for the essenceOption Units occurs after the First Delivery Date, the Partnership will deliver to UBS on the settlement date for the Option Units, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company the Underwriters to purchase the Option Units shall deliver be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the Additional Units through opinions, certificates and letters delivered on the facilities of DTC unless the Representatives shall otherwise instructClosing Date pursuant to Section 7 hereof.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or date, time and/or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Firm Units at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter the Underwriters hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 hereof will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 hereof will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional such Option Units are to be registered, the denominations in which the Additional such Option Units are to be issued and the date date, time and timeplace, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date Date, nor (if this date is not the Initial Delivery Date) earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised exercised, nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, the place and time and on the date specified in the corresponding notice described in the preceding paragraph or at such other date or date, time and/or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Option Units at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each Underwriter the Underwriters to purchase the Option Units hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” ”, and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the office of Lehmxx Xxxthers Inc. at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Company shall deliver or cause to be delivered certificates representing the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver Upon delivery, the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless shall be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in writing not less than two full business days prior to the First Delivery Date. The Over-Allotment Option will expire 45 days For the purpose of expediting the checking and packaging of the certificates for the Firm Units, the Company shall make the certificates representing the Firm Units available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement and Agreement, the option granted in Section 2 may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit the "Second Delivery Date,” " and the Initial First Delivery Date and any Additional Unit the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. On each Additional Unit the Second Delivery Date, the Company shall deliver, deliver or cause to be delivered, delivered the Additional Units, certificates representing the Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Upon delivery, the Option Units shall deliver the Additional Units through the facilities of DTC unless be registered in such names and in such denominations as the Representatives shall otherwise instructrequest in the aforesaid written notice. For the purpose of expediting the checking and packaging of the certificates for the Option Units, the Company shall make the certificates representing the Option Units available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Second Delivery Date.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third fourth full business day following the date of this Agreement or at such other date or date, time and/or place as shall be determined by agreement between the Representatives Underwriter and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Underwriter for the account of each the Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Firm Units at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each the Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Underwriter shall otherwise instruct. The Over-Allotment Option option granted in Section 2 hereof will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesUnderwriter; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 hereof will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional such Option Units are to be registered, the denominations in which the Additional such Option Units are to be issued and the date date, time and timeplace, as determined by the RepresentativesUnderwriter, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date Date, nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised exercised, nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Underwriter shall be made at 10:00 A.M., New York City time, the place and time and on the date specified in the corresponding notice described in the preceding paragraph or at such other date or date, time and/or place as shall be determined by agreement between the Representatives Underwriter and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and Underwriter of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Option Units at the time and place specified pursuant to this Agreement is a further condition of the obligation obligations of each the Underwriter to purchase the Option Units hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Underwriter shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discountany Option Units provided for in Section 2(b) hereof that have been exercised) shall be made at the xxxxxx xx Xxxxxxx Xxxxx LLP, Houston, Texas, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement January 12, 2009 or at such other date or and time and place as shall be determined by agreement between the Representatives Underwriters and the Company. This Partnership (such date and time are sometimes referred to as of delivery and payment for the Firm Units being herein called the “Initial First Delivery Date.” ”). Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter Underwriters against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company thereof to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts an account specified by the CompanyPartnership. Delivery of the Firm Units shall be made in book-entry form through the Full Fast Program of the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunderthe Underwriters. The Company shall If the option provided for in Section 2(b) hereof is exercised after the third business day prior to the First Delivery Date, the Partnership will deliver the Firm Option Units through (at the facilities expense of The Depository Trust Company the Partnership) to Citigroup Global Markets Inc. at the place and on the date specified by the Underwriters in the noticed given pursuant to Section 2(b) hereof (“DTC”) unless the Representatives which shall otherwise instruct. The Over-Allotment Option will expire 45 be within five business days after exercise of said option) (the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Second Delivery Date,” ”, and together with the Initial First Delivery Date and any Additional Unit Delivery Date are sometimes Date, each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount”) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company price thereof to or upon the order of the Company of the purchase price Partnership by wire transfer payable in immediately available same-day funds to the accounts an account specified by the CompanyPartnership. Time shall be of If settlement for the essenceOption Units occurs after the First Delivery Date, the Partnership will deliver to the Underwriters on the settlement date for the Option Units, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company the Underwriters to purchase the Option Units shall deliver be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the Additional Units through opinions, certificates and letters delivered on the facilities of DTC unless the Representatives shall otherwise instructClosing Date pursuant to Section 7 hereof.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 the offices of Xxxxxx & Xxxxxx L.L.P. at 9:00 A.M., New York City Houston, Texas time, on the third full business day following the date of this Agreement [ ] or at such other date or place as shall be determined by agreement between the Representatives Xxxxxx Brothers Inc., Citigroup Global Markets Inc. and the CompanyPartnership. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives Xxxxxx Brothers Inc. and Citigroup Global Markets Inc. for the account of each Underwriter in book entry form through the facilities of The Depository Trust Company ("DTC") against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Xxxxxx Brothers Inc. and Citigroup Global Markets Inc. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesXxxxxx Brothers Inc. and Citigroup Global Markets Inc., when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit the "Second Delivery Date,” " and the Initial First Delivery Date and any Additional Unit the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives Xxxxxx Brothers Inc., Citigroup Global Markets Inc. and the CompanyPartnership) at 9:00 A.M., Houston, Texas time, on the Second Delivery Date. On each Additional Unit the Second Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Xxxxxx Brothers Inc. and Citigroup Global Markets Inc. for the account of each Underwriter, Underwriter in book entry form through the facilities of the DTC against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instructUnderwriter.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date"INITIAL DELIVERY DATE.” " Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Delivery Date"OPTION UNIT DELIVERY DATE,” " and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date"DELIVERY DATE.” " Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC the Depository Trust Company unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including any Option Units provided for in Section 2(b) hereof that have been exercised on or before the Deferred Discountthird business day prior to the First Delivery Date) shall be made at the oxxxxx xx Xxxxxxx Xxxxx LLP, Houston, Texas, at 10:00 A.M., New York City time, on the third full business day following after the date of this Agreement or at such other date or and time and place as shall be determined by agreement between the Representatives Underwriters and the Company. This Partnership (such date and time are sometimes referred to as of delivery and payment for the Firm Units being herein called the “Initial First Delivery Date.” ”). Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter Underwriters against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company thereof to or upon the order of the Company of the purchase price Partnership by wire transfer payable in immediately available same-day funds to the accounts an account specified by the CompanyPartnership. Delivery of the Firm Units shall be made in book-entry form through the Full Fast Program of the facilities of The Depository Trust Company (“DTC”) unless the Underwriters shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunderthe Underwriters. The Company shall If the option provided for in Section 2(b) hereof is exercised after the third business day prior to the First Delivery Date, the Partnership will deliver the Firm Option Units through (at the facilities expense of The Depository Trust Company the Partnership) to Lxxxxx Brothers Inc. at the place and on the date specified by the Underwriters in the noticed given pursuant to Section 2(b) hereof (“DTC”) unless the Representatives which shall otherwise instruct. The Over-Allotment Option will expire 45 be within five business days after exercise of said option) (the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Units are to be registered, the denominations in which the Additional Units are to be issued and the date and time, as determined by the Representatives, when the Additional Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Units are delivered is sometimes referred to as an “Additional Unit Second Delivery Date,” ”, and together with the Initial First Delivery Date and any Additional Unit Delivery Date are sometimes Date, each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Units (including the Deferred Discount”) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Delivery Date, the Company shall deliver, or cause to be delivered, the Additional Units, to the Representatives for the account of each Underwriter, against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company price thereof to or upon the order of the Company of the purchase price Partnership by wire transfer payable in immediately available same-day funds to the accounts an account specified by the CompanyPartnership. Time shall be of If settlement for the essenceOption Units occurs after the First Delivery Date, the Partnership will deliver to the Underwriters on the settlement date for the Option Units, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company the Underwriters to purchase the Option Units shall deliver be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the Additional Units through opinions, certificates and letters delivered on the facilities of DTC unless the Representatives shall otherwise instructClosing Date pursuant to Section 7 hereof.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.a.m., New York City time, on the third full business day following the date of this Agreement [—], 2014 or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” ”. Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement (the “Option Expiration Date”) and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” ”, and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” ”. Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives Representative and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 the offices of Andrews Kurth LLP at 9:00 A.M., New York City Houston time, on the third fourth full business day following the dax xxxxxxxxx xhe date of this Agreement or at such other date date, time or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Firm Units at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 hereof will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 hereof will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date Date, nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised exercised, nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, the offices of Andrews Kurth LLP on the date specified in the corresponding notice described in the preceding paragraph Option Unit Delivery Date or at such other date or place as date, tixx xx xxxxx xs shall be determined by agreement between the Representatives and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery of the Option Units at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 the offices of Axxxxxx Xxxxx LLP, 600 Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 at 9:00 A.M., New York City Houston, Texas time, on the third fourth full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives Representative for the account of each Underwriter in book entry form through the facilities of DTC against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Selling Unitholders by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 5 (or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanySelling Unitholders) at 9:00 A.M., Houston, Texas time, on such Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Selling Unitholders shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter in book entry form through the facilities of The Depository Trust Company against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Selling Unitholders of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 the offices of Vinson & Elkins L.L.P. at _______ A.M., New York City Houston, Texas time, on the third full business day following the date of this Agreement or at such _______, 0003 ox xx xuch other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives Representative for the account of each Underwriter in book entry form through Full Fast Program of the facilities of The Depository Trust Company ("DTC") against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business dayRepresentative. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit the "Second Delivery Date,” " and the Initial First Delivery Date and any Additional Unit the Second Delivery Date are sometimes each referred to as a “"Delivery Date.” " Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership) at 9:00 A.M., Houston, Texas time, on the Second Delivery Date. On each Additional Unit Delivery Datethe Second Dxxxxxxx Xxxx, the Company xxx Xartnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter in book entry form through the facilities of the DTC against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in of immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instructUnderwriter.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Representative, the Partnership and the CompanySelling Unitholder. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership and the Selling Unitholder to or upon the order of the Company of Partnership and the purchase price Selling Unitholder by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership and the Selling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership and the Selling Unitholder shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option option granted in Section 3 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Selling Unitholder by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 3 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Selling Unitholder and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanySelling Unitholder. On each Additional Unit the Option Units Delivery Date, the Company Selling Unitholder shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Selling Unitholder to or upon the order of the Company of the purchase price Selling Unitholder by wire transfer in immediately available funds to the accounts specified by the CompanySelling Unitholder. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Selling Unitholder shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.the offices of Xxxxxx & Xxxxxx L.L.P. beginning at 9:30 a.m., New York, New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives Xxxxxx Brothers Inc. and the CompanyPartnership. This date and time are sometimes referred to as the “Initial "First Delivery Date.” " On the First Delivery of Date, the Partnership shall deliver or cause to be delivered the Firm Units shall be made to the Representatives Xxxxxx Brothers Inc. for the account of each Underwriter in book entry form through the facilities of the Depository Trust Company against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Firm Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 thirty (30) days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option will expire on the next succeeding business day. Xxxxxx Brothers Inc. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesXxxxxx Brothers Inc., when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an “Additional Unit a "Second Delivery Date,” " and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “"Delivery Date.” ". Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives Underwriters and the CompanyPartnership) beginning at 9:30 a.m., New York, New York time, on such Second Delivery Date. On each Additional Unit such Second Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Xxxxxx Brothers Inc. for the account of each Underwriter, Underwriter in book entry form through the facilities of the Depository Trust Company against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Units being sold by the Company to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the Companyfunds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Additional Units through the facilities of DTC unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement October [ ], 2007 or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Over-Allotment Option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesLxxxxx Brothers Inc.; provided that if such date falls on a day that is not a business day, the Over-Allotment Option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesLxxxxx Brothers Inc., when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option shall have been exercised. Each date and time the Additional Option Units are delivered is sometimes referred to as an “Additional Option Unit Delivery Date,” and the Initial Delivery Date and any Additional Option Unit Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between Lxxxxx Brothers Inc., on behalf of the Representatives Underwriters, and the CompanyPartnership. On each Additional the Option Unit Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company Partnership of the purchase price by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at 10:00 A.M.a.m., New York City time, on the third full business day following the date of this Agreement March 1, 2019 or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Representative for the account of each Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Firm Units through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company Partnership by the RepresentativesRepresentative; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the RepresentativesRepresentative, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each date and time the Additional any Option Units are delivered is sometimes referred to as an “Additional Unit Option Units Delivery Date,” and the Initial Delivery Date and any Additional Unit Option Units Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Option Units by the Company Partnership and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives Representative shall be made at 10:00 A.M.a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives Representative and the CompanyPartnership. On each Additional Unit Option Units Delivery Date, the Company Partnership shall deliver, deliver or cause to be delivered, delivered the Additional Units, Option Units to the Representatives Representative for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and Representative of the respective aggregate purchase prices price of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Partnership shall deliver the Additional Option Units through the facilities of DTC unless the Representatives Representative shall otherwise instruct.

Delivery of and Payment for the Units. Delivery of and payment for the Firm Units (including the Deferred Discount) shall be made at the offices of Vxxxxx & Exxxxx L.L.P., 2300 First City Tower, 1000 Xxxxxx Xxxxxx, Houston, Texas 77002-6760, at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement December 7, 2005 or at such other date or place as shall be determined by agreement between the Representatives and the CompanyPartnership. This date and time are sometimes referred to as the “Initial First Delivery Date.” Delivery of the Firm Units shall be made to the Representatives Lxxxxx Brothers Inc. for the account of each Underwriter against payment by the several Underwriters through the Representatives and Lxxxxx Brothers Inc. of the respective aggregate purchase price prices of the Firm Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Delivery of Firm Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Lxxxxx Brothers Inc. shall otherwise instruct. The Over-Allotment Option option granted in Section 2 will expire 45 30 days after the date of this Agreement and may be exercised in whole or in part from time to time in part by written notice being given to the Company Partnership by the Representatives; provided that if such date falls on a day that is not a business day, the Over-Allotment Option option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of Additional Option Units as to which the Over-Allotment Option option is being exercised, the names in which the Additional Option Units are to be registered, the denominations in which the Additional Option Units are to be issued and the date and time, as determined by the Representatives, when the Additional Option Units are to be delivered; provided, however, that this date and time shall not be earlier than the Initial First Delivery Date nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the fifth business day after the date on which the Over-Allotment Option option shall have been exercised. Each The date and time the Additional Option Units are delivered is are sometimes referred to as an a “Additional Unit Second Delivery Date,” and the Initial First Delivery Date and any Additional Unit Second Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Units by the Company and payment for the Additional Option Units (including the Deferred Discount) by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date place specified in the corresponding notice described in first sentence of the preceding first paragraph of this Section 4 (or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Additional Unit Partnership) at 10:00 A.M., New York City time, on such Second Delivery Date, . Delivery of the Company Option Units shall deliver, or cause be made to be delivered, the Additional Units, to the Representatives Lxxxxx Brothers Inc. for the account of each Underwriter, Underwriter against payment by the several Underwriters through the Representatives and Lxxxxx Brothers Inc. of the respective aggregate purchase prices of the Additional Option Units being sold by the Company Partnership to or upon the order of the Company of the purchase price Partnership by wire transfer in immediately available funds to the accounts account specified by the CompanyPartnership. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company Delivery of Option Units shall deliver the Additional Units be made through the facilities of DTC unless the Representatives Lxxxxx Brothers Inc. shall otherwise instruct.