Common use of Redemption of Units Clause in Contracts

Redemption of Units. On the Initial Closing Date (as defined below), and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to 2,183,059 Common Units (the “Initial Redemption Units”) from the Holder, at a price per unit of $38.06 (the “Redemption Price”), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses (the “Initial Redemption”). In addition, upon the Additional Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at the Redemption Price, a number of Common Units (the “Additional Redemption Units” and, together with the Initial Redemption Units, the “Redemption Units”) equal to the number of Option Units purchased from the Partnership by the Underwriters (the “Additional Redemption”). 1.1 The closings of the Initial Redemption and the Additional Redemption shall take place at such places and such times so as to coincide with the Underwriters’ purchase of Primary Units (the “Initial Closing Date”) and Option Units (the “Additional Closing Date”) from the Partnership in the Public Offering. 1.2 At each closing, the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the Redemption Units free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the Redemption Units, duly endorsed in blank or accompanied by separate stock powers so endorsed. The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the Redemption Units. 1.3 The Partnership shall pay the aggregate Redemption Price for the Initial Redemption and the Additional Redemption, as applicable, on the Initial Closing Date and the Additional Closing Date, as applicable, without deduction, by wire transfer of immediately available funds to an account of the Holder (the number for which account shall have been furnished to the Partnership at least one business day prior to the Initial Closing Date and the Additional Closing Date, as applicable). 1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, dated as of February 8, 2002 (the “Partnership Agreement”) with respect to (i) any Units subject to this Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned by the Holder that are not Redemption Units subject to this Agreement, including but not limited to the Holder’s right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement. 1.5 The Partnership and the Holder intend that the transfer by the Partnership to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall not be treated as part of a sale of property by the Holder to the Partnership; rather, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnership.

Redemption of Units. On (a) In the event that the General Partner determines that the Partnership will offer and sell more than 17,500,000 Common Units in the Initial Closing Date (as defined below), and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to 2,183,059 Common Units (the “Initial Redemption Units”) from the Holder, at a price per unit of $38.06 (the “Redemption Price”), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses (then on the “Initial Redemption”). In addition, upon the Additional Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Holder agrees Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at the Redemption PriceInitial Limited Partners, a number of Common Units (the “Additional Redemption Units” and, together with the Initial Redemption Units, the “Redemption Units”) equal to the number of Option Common Units purchased from the Partnership by the Underwriters on the Closing Date (excluding the Option Units) that exceed 17,500,000 Common Units (the “Additional Upsize IPO Units”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(a) shall be equal to the Issue Price. The closing of such transfer and purchase (the “IPO Upsize Redemption”) shall take place at such place and such time so as to coincide with the Underwriters’ initial purchase of Common Units from the Partnership on the Closing Date. The number of Upsize IPO Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a)). (b) On the Option Closing Date, and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Units purchased from the Partnership by the Underwriters pursuant to the exercise of the Over-Allotment Option (the “Option Units Redemption”). 1.1 . The closings redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(b) shall be equal to the Issue Price. The closing of the Initial Redemption and the Additional such Option Units Redemption shall take place at such places place and such times time so as to coincide with the Underwriters’ purchase of Primary Units (the “Initial Closing Date”) and Option Units (the “Additional Closing Date”) from the Partnership on the Option Closing Date. The number of Option Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the Public Offeringtotal number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b)). 1.2 (c) At each closingclosing pursuant to this Section 16.1, the Holder each Initial Limited Partner shall assign and transfer to the Partnership all its right, title and interest in and to the Redemption IPO Upsize Units or the Option Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the Redemption IPO Upsize Units or the Option Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. The Holder Each Initial Limited Partner shall execute the certificate of transfer on the back of the certificate or certificates representing the Redemption IPO Upsize Units or the Option Units, as the case may be. 1.3 (d) The Partnership shall pay the aggregate Redemption Issue Price for the Initial Redemption and IPO Upsize Units or the Additional RedemptionOption Units, as applicablethe case may be, of each Initial Limited Partner on the Initial Closing Date and the Additional or Option Closing Date, as applicablethe case may be, without deduction, by wire transfer of immediately available funds to an account of the Holder such Initial Limited Partner (the number for which account shall have been furnished to the Partnership at least one business day prior to the Initial Closing Date and the Additional Closing Date, as applicablesuch closing date). 1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, dated as of February 8, 2002 (the “Partnership Agreement”) with respect to (i) any Units subject to this Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned by the Holder that are not Redemption Units subject to this Agreement, including but not limited to the Holder’s right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement. 1.5 The Partnership and the Holder intend that the transfer by the Partnership to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall not be treated as part of a sale of property by the Holder to the Partnership; rather, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnership.

Redemption of Units. On (a) In the event that the General Partner determines that the Partnership will offer and sell more than 17,500,000 Common Units in the Initial Closing Date (as defined below), and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to 2,183,059 Common Units (the “Initial Redemption Units”) from the Holder, at a price per unit of $38.06 (the “Redemption Price”), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses (then on the “Initial Redemption”). In addition, upon the Additional Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Holder agrees Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at the Redemption PriceInitial Limited Partners, a number of Common Units (the “Additional Redemption Units” and, together with the Initial Redemption Units, the “Redemption Units”) equal to the number of Option Common Units purchased from the Partnership by the Underwriters on the Closing Date (excluding the Option Units) that exceed 17,500,000 Common Units (the “Additional Redemption“ Upsize IPO Units ”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(a) shall be equal to the Issue Price. The closing of such transfer and purchase (the “ IPO Upsize Redemption ”) shall take place at such place and such time so as to coincide with the Underwriters’ initial purchase of Common Units from the Partnership on the Closing Date. The number of Upsize IPO Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a)). 1.1 The closings (b) On the Option Closing Date, and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Units purchased from the Partnership by the Underwriters pursuant to the exercise of the Initial Over-Allotment Option (the “ Option Units Redemption and ”). The redemption price per Common Unit redeemed by the Additional Partnership pursuant to this Section 16.1(b) shall be equal to the Issue Price. The closing of such Option Units Redemption shall take place at such places place and such times time so as to coincide with the Underwriters’ purchase of Primary Units (the “Initial Closing Date”) and Option Units (the “Additional Closing Date”) from the Partnership on the Option Closing Date. The number of Option Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the Public Offeringtotal number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b)). 1.2 (c) At each closingclosing pursuant to this Section 16.1, the Holder each Initial Limited Partner shall assign and transfer to the Partnership all its right, title and interest in and to the Redemption IPO Upsize Units or the Option Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the Redemption IPO Upsize Units or the Option Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. The Holder Each Initial Limited Partner shall execute the certificate of transfer on the back of the certificate or certificates representing the Redemption IPO Upsize Units or the Option Units, as the case may be. 1.3 (d) The Partnership shall pay the aggregate Redemption Issue Price for the Initial Redemption and IPO Upsize Units or the Additional RedemptionOption Units, as applicablethe case may be, of each Initial Limited Partner on the Initial Closing Date and the Additional or Option Closing Date, as applicablethe case may be, without deduction, by wire transfer of immediately available funds to an account of the Holder such Initial Limited Partner (the number for which account shall have been furnished to the Partnership at least one business day prior to the Initial Closing Date and the Additional Closing Date, as applicablesuch closing date). 1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, dated as of February 8, 2002 (the “Partnership Agreement”) with respect to (i) any Units subject to this Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned by the Holder that are not Redemption Units subject to this Agreement, including but not limited to the Holder’s right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement. 1.5 The Partnership and the Holder intend that the transfer by the Partnership to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall not be treated as part of a sale of property by the Holder to the Partnership; rather, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnership.

Redemption of Units. On Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at a price per unit of $23.612 (the "Redemption Price"), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses, the Initial Units on the Initial Closing Date (as defined belowherein), . Upon the Underwriters' purchase of the Option Units from the Partnership and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to 2,183,059 Common Units (at the “Initial Redemption Units”) from the Holder, at a price per unit of $38.06 (the “Redemption Price”), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses (the “Initial Redemption”). In addition, upon Additional Units on the Additional Closing Date (as defined belowherein), and subject to . 1.1 The closing of the terms and conditions and in reliance on redemption of the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at the Redemption Price, a number of Common Initial Units (the “"Initial Closing") shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. in New York, New York, at 10:00 a.m., local time, or as soon as practicable thereafter, on August 25, 2003 (the "Initial Closing Date"). The closings for the redemption of Additional Redemption Units” andUnits (the "Additional Closing", together with the Initial Redemption UnitsClosing, the “Redemption Units”"Closings") equal to the number of Option Units purchased from the Partnership by the Underwriters (the “Additional Redemption”). 1.1 The closings of the Initial Redemption and the Additional Redemption shall take place at such places and such times so as to coincide with the Underwriters’ ' purchase of Primary Units (the “Initial Closing Date”) and Option Units (the “Additional Closing Date”) from the Partnership in the Public OfferingOffering (the "Additional Closing Date", together with the Initial Closing Date, the "Closing Dates"). 1.2 At each closingClosing, the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the Redemption Units free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the Redemption Units, duly endorsed in blank or accompanied by separate stock powers so endorsed. The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the Redemption Units. 1.3 The Partnership shall pay the aggregate Redemption Price for the Initial Redemption and the Additional Redemption, as applicable, on the Initial Closing Date and the Additional each Closing Date, as applicable, without deduction, by wire transfer of immediately available funds to an account of the Holder (the number for which account shall have been furnished to the Partnership at least one business day prior to the Initial Closing Date and the Additional Closing Date, as applicable). 1.4 The Holder and the Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating agree to treat the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 Redemption for United States federal income tax purposes as a redemption of the First Amended Units in reimbursement of certain capitalized expenditures. The Holder and Restated Agreement of Limited Partnership of the Partnership, as amended, dated as of February 8, 2002 (the “Partnership Agreement”) with respect to (i) any Units subject to this Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned by the Holder that are not Redemption Units subject to this Agreement, including but not limited to the Holder’s right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of shall report, act and file all Common Units owned by the Holder pursuant to the terms applicable tax returns in all respects and conditions of the Partnership Agreement. 1.5 The Partnership for all purposes consistent with such treatment and the Holder intend that the transfer by the Partnership to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall not be treated as part of a sale of property by the Holder to the Partnership; rathertake any position that is inconsistent with such treatment (whether in audits, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnershiptax returns or otherwise).

Redemption of Units. On the Initial Closing Date (as defined below), and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to 2,183,059 2,500,000 Common Units (the “"Initial Redemption Units”") from the Holder, at a price per unit of $38.06 35.906 (the “"Redemption Price”"), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses (the “"Initial Redemption”"). In addition, upon the Additional Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at the Redemption Price, a number of Common Units (the “"Additional Redemption Units” " and, together with the Initial Redemption Units, the “"Redemption Units”") equal to the number of Option Units purchased from the Partnership by the Underwriters (the “"Additional Redemption”"). 1.1 The closings of the Initial Redemption and the Additional Redemption shall take place at such places and such times so as to coincide with the Underwriters’ ' purchase of Primary Units (the “"Initial Closing Date”") and Option Units (the “"Additional Closing Date”") from the Partnership in the Public Offering. 1.2 At each closing, the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the Redemption Units free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the Redemption Units, duly endorsed in blank or accompanied by separate stock powers so endorsed. The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the Redemption Units. 1.3 The Partnership shall pay the aggregate Redemption Price for the Initial Redemption and the Additional Redemption, as applicable, on the Initial Closing Date and the Additional Closing Date, as applicable, without deduction, by wire transfer of immediately available funds to an account of the Holder (the number for which account shall have been furnished to the Partnership at least one business day prior to the Initial Closing Date and the Additional Closing Date, as applicable). 1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 of the First Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, Partnership dated as of February 8July 20, 2002 2004 (the “"Partnership Agreement”") with respect to (i) any Units subject to this Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned by the Holder that are not Redemption Units subject to this Agreement, including but not limited to the Holder’s 's right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement. 1.5 The Partnership and the Holder intend intend, for federal income tax purposes, that the transfer by the Partnership to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall not be treated as part of a sale of property by the Holder to the PartnershipPartnership or a sale of a partnership interest by the Holder; rather, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnership.

Redemption of Units. On Upon the Initial Closing Date (as defined below), and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to 2,183,059 Common Units (the “Initial Redemption Units”) from the Holder, at a price per unit of $38.06 (the “Redemption Price”), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses (the “Initial Redemption”). In addition, upon the Additional Option Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to an aggregate of 1,387,500 Common Units, at a price per unit of $36.24 (the “Per Unit Redemption Price”), which price is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses, a number of Common Units (the “Additional Redemption Units” and, together with the Initial Redemption Units, the “Redemption Units”) equal to the number of Option Units purchased from the Partnership by the Underwriters (the “Additional Redemption”). 1.1 The closings closing (the “Closing”) of the Initial Redemption and the Additional Redemption shall take place at such places place and such times time so as to coincide with the closing of the Underwriters’ purchase of Primary Units (the “Initial Closing Date”) and Option Units (the “Additional Option Closing Date”) from the Partnership in the Public Offering. 1.2 At each closingthe Closing, the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the Redemption Units Units, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the such Redemption Units, duly endorsed in blank or accompanied by separate stock powers so endorsed. The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the Redemption Units. 1.3 The At the Closing, the Partnership shall pay an amount equal to (i) the aggregate Per Unit Redemption Price for multiplied by (ii) the Initial number of Redemption and Units (the Additional Redemption, as applicable, on the Initial Closing Date and the Additional Closing Date, as applicable, without deduction, “Aggregate Redemption Price”) by wire transfer of immediately available funds to an account of the Holder (the number for which account shall have been furnished to the Partnership at least one business day prior to the Initial Closing Date and the Additional Closing Date, as applicable)Partnership. 1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, Partnership dated as of February 8August 23, 2002 2005, as amended (the “Partnership Agreement”) ), with respect to (i) any Units subject to this Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned held by the Holder that are not Redemption Units redeemed subject to this Agreement, including but not limited to the Holder’s right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement. 1.5 The Partnership and If the Holder intend that Underwriters do not exercise the transfer by the Partnership Over-Allotment Option, then no Redemption will occur pursuant to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall not be treated as part of a sale of property by the Holder to the Partnership; rather, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnershipthis Agreement.