Common use of Purchase, Sale and Delivery of the Notes Clause in Contracts

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.000% of the principal amount thereof (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date. One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers not later than one full business day prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Counsel for the Initial Purchasers”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 at 10:00 A.M., New York City time, on October 15, 2012, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, Purchaser severally and not jointly, agree jointly agrees to purchase from the Issuers the aggregate principal amount of Notes set forth opposite the its name of such Initial Purchaser in on Schedule I hereto II at a purchase price equal to 97.000of 101.750% of the aggregate principal amount thereof plus accrued and unpaid interest from June 15, 2011 (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date). One or more certificates in definitive form or global form, as instructed by the Representative ▇▇▇▇▇ Fargo, for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative ▇▇▇▇▇ Fargo requests upon notice to the Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Representative Initial Purchasers for the respective accounts account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal federal or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. LLP (“Counsel for the Initial PurchasersPurchaser”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500▇▇▇ ▇▇▇▇, Houston▇▇▇ ▇▇▇▇, Texas 77002-6760 at 10:00 A.M., New York City time, on October 15November 16, 20122011, or at such other place, time or date as ▇▇▇▇▇ Fargo and the Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchasers Purchaser not later than 10:00 A.M., New York City time time, on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of the Notes (and the related Guarantees) contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors any Issuer or any other person. Additionally, neither the Representative nor any other Initial Purchaser is Purchasers are not advising the Issuers, the Guarantors either Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser Purchasers shall have any no responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser Purchasers of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, Purchasers and shall not be on behalf of the Issuers, the Guarantors or any other person.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Finance agrees to issue and sell $150,000,000 190,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree to purchase from the Issuers Finance the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00095.897% of the principal amount thereof (the “"Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date"). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers Finance not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Finance to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the IssuersFinance. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. LLP (“"Counsel for the Initial Purchasers”Company"), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500▇▇▇ ▇▇▇▇, Houston, Texas 77002-6760 ▇▇▇ ▇▇▇▇ at 10:00 9:00 A.M., New York City time, on October 15September 21, 20122005, or at such other place, time or date as the Representative and Finance may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.the

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell $150,000,000 700,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree agrees to purchase from the Issuers Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00098.25% of the principal amount thereof plus accrued interest, if any, from August 27, 2012 (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers Company not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the IssuersCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. LLP (“Counsel for the Initial PurchasersIssuer”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 77002 at 10:00 A.M., New York City time, on October 15August 27, 2012, or at such other place, time or date as the Representative and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchasers Issuer not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 aggregate principal amount of Notes, and each of to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00099.25% of the their principal amount thereof (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Dateamount. One or more certificates in definitive global form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Representative requests Initial Purchasers request upon notice to the Issuers not later than one full business day at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Representative Trustee, as custodian for the respective accounts of the Initial PurchasersDepository Trust Company (“DTC”), with any transfer taxes payable in connection with the transfer of and the Notes in book-entry form shall be delivered to the Initial Purchasers duly paidthrough the facilities of DTC, against payment by or on behalf of the Initial Purchasers of the Purchase Price purchase price therefor by wire transfer in Federal (same day funds), to such account or other funds immediately available accounts as the Partnership shall specify prior to the account of Closing Date, or by such means as the Issuersparties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Counsel for the Initial Purchasers”)L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 at 10:00 A.M., New York City 9:00 A.M. Houston time, on October 15January 30, 20122015, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell sell, and the Initial Purchasers agree severally to purchase from the Company, $150,000,000 175,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00098.25% of the principal amount thereof (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Dateset forth opposite such Initial Purchasers name on Schedule A hereto. One or more certificates in definitive form or global form, as instructed by the Representative Initial Purchasers, for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests Initial Purchasers request upon notice to the Issuers not later than one full business day Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Representative Initial Purchasers for the respective accounts account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price purchase price therefor by wire transfer in Federal or other same-day funds immediately available to the account of the IssuersCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Counsel for the Initial Purchasers”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 at 10:00 A.M., New York City time, on October 15March 1, 20122007, or at such other time or date as the Initial Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for examination checking by the Initial Purchasers at the New York offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP (“Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day Purchasers”) at least 24 hours prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 aggregate principal amount of Notes, and each of to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00099.25% of the their principal amount thereof (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Dateamount. One or more certificates in definitive global form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Representative requests Initial Purchasers request upon notice to the Issuers not later than one full business day at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Representative Trustee, as custodian for the respective accounts of the Initial PurchasersThe Depository Trust Company (“DTC”), with any transfer taxes payable in connection with the transfer of and the Notes in book-entry form shall be delivered to the Initial Purchasers duly paidthrough the facilities of DTC, against payment by or on behalf of the Initial Purchasers of the Purchase Price purchase price therefor by wire transfer in Federal (same day funds), to such account or other funds immediately available accounts as the Partnership shall specify prior to the account of Closing Date, or by such means as the Issuersparties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Counsel for the Initial Purchasers”)L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 at 10:00 A.M., New York City 9:00 A.M. Houston time, on October 1517, 20122017, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell $150,000,000 €200,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree agrees to purchase from the Issuers Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00098.500% of the principal amount thereof plus accrued interest from October 10, 2016 (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers Company not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to a common depositary (the Representative “Common Depositary”) for Euroclear and Clearstream for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the IssuersCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. LLP (“Counsel for the Initial PurchasersCompany”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 77002 at 10:00 A.M., New York City London time, on October 1510, 20122016, or at such other place, time or date as the Representative and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 aggregate principal amount of Notes, and each of to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00099.250% of the their principal amount thereof (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Dateamount. One or more certificates in definitive global form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Representative requests Initial Purchasers request upon notice to the Issuers not later than one full business day at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Representative Trustee, as custodian for the respective accounts of the Initial PurchasersThe Depository Trust Company (“DTC”), with any transfer taxes payable in connection with the transfer of and the Notes in book-entry form shall be delivered to the Initial Purchasers duly paidthrough the facilities of DTC, against payment by or on behalf of the Initial Purchasers of the Purchase Price purchase price therefor by wire transfer in Federal (same day funds), to such account or other funds immediately available accounts as the Partnership shall specify prior to the account of Closing Date, or by such means as the Issuersparties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Counsel for the Initial Purchasers”)L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 at 10:00 A.M., New York City 9:00 A.M. Houston time, on October 15November 27, 20122019, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell $150,000,000 200,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree agrees to purchase from the Issuers Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00098.25% of the principal amount thereof plus accrued interest, if any, from June 27, 2014 (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers Company not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the IssuersCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. LLP (“Counsel for the Initial PurchasersIssuer”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 77002 at 10:00 A.M., New York City time, on October 15June 27, 20122014, or at such other place, time or date as the Representative and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell $150,000,000 €300,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree agrees to purchase from the Issuers Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00098.25% of the principal amount thereof plus accrued interest, if any, from March 21, 2013 (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers Company not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to a common depositary (the Representative “Common Depositary”) for Euroclear and Clearstream for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the IssuersCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. LLP (“Counsel for the Initial PurchasersIssuer”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 77002 at 10:00 A.M., New York City London time, on October 15March 21, 20122013, or at such other place, time or date as the Representative and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchasers Issuer not later than 10:00 A.M., New York City London time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 aggregate principal amount of Notes, and each of to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00099.250% of the their principal amount thereof (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Dateamount. One or more certificates in definitive global form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Representative requests Initial Purchasers request upon notice to the Issuers not later than one full business day at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Representative Trustee, as custodian for the respective accounts of the Initial PurchasersThe Depository Trust Company (“DTC”), with any transfer taxes payable in connection with the transfer of and the Notes in book-entry form shall be delivered to the Initial Purchasers duly paidthrough the facilities of DTC, against payment by or on behalf of the Initial Purchasers of the Purchase Price purchase price therefor by wire transfer in Federal (same day funds), to such account or other funds immediately available accounts as the Partnership shall specify prior to the account of Closing Date, or by such means as the Issuersparties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Counsel for the Initial Purchasers”)L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 at 10:00 A.M., New York City 9:00 A.M. Houston time, on October 15April 12, 20122018, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.000101.500% of the principal amount thereof plus accrued interest from February 15, 2014 (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Counsel for the Initial Purchasers”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 at 10:00 A.M., New York City time, on October 15April 1, 20122014, or at such other place, time or date as the Representative and the Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 325,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, Purchaser severally and not jointly, agree jointly agrees to purchase from the Issuers the aggregate principal amount of Notes set forth opposite the its name of such Initial Purchaser in on Schedule I hereto II at a purchase price equal to 97.000100.000%, less the Initial Purchasers’ 1.75% discount, of the aggregate principal amount thereof plus accrued and unpaid interest from September 28, 2012 (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date). One or more certificates in definitive form or global form, as instructed by the Representative ▇▇▇▇▇ Fargo, for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative ▇▇▇▇▇ Fargo requests upon notice to the Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Representative Initial Purchasers for the respective accounts account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal federal or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. LLP (“Counsel for the Initial PurchasersPurchaser”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500▇▇▇ ▇▇▇▇, Houston▇▇▇ ▇▇▇▇, Texas 77002-6760 at 10:00 A.M., New York City time, on October 15September 28, 2012, or at such other place, time or date as ▇▇▇▇▇ Fargo and the Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchasers Purchaser not later than 10:00 A.M., New York City time time, on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of the Notes (and the related Guarantees) contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors any Issuer or any other person. Additionally, neither the Representative nor any other Initial Purchaser is Purchasers are not advising the Issuers, the Guarantors either Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser Purchasers shall have any no responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser Purchasers of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, Purchasers and shall not be on behalf of the Issuers, the Guarantors or any other person.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $150,000,000 500,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, severally and not jointly, agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price equal to 97.00098.25% of the principal amount thereof (the “Purchase Price”) plus any accrued interest thereon from October 15December 8, 2012 2016 to the Closing Date. One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers not later than one full business day prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in Federal or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. (“Counsel for the Initial Purchasers”), ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas 77002-6760 at 10:00 A.M., New York City time, on October 15December 8, 20122016, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers may offer and sell Notes to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Notes purchased by it to or through any Initial Purchaser. (c) The Issuers and the Guarantors acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers and the Guarantors with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Issuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Issuers, the Guarantors or any other person.the