11. Entire Agreement. (a) This Agreement represents the entire agreement between
the Partnership, the General Partner and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering and the purchase and sale of the Securities.
(b) Each of the Partnership and the General Partner acknowledges that in connection with the offering of the Securities:
(i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Partnership, the General Partner or any other person, (ii) the Underwriters owe the Partnership, or the General Partner, only
those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Partnership and the General Partner. Each of the Partnership and the General Partner waives to the full extent
permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.
12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.
13. Applicable Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without giving effect to any conflicts of laws provisions thereof that would result in the application of the laws of any other jurisdiction.
14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.
15. Notices. All communications hereunder shall be in writing and effective only upon receipt and
if to the Underwriters shall be delivered, mailed or sent to you c/o the Representatives at the addresses set forth in Schedule I hereto; and if to the Partnership or the General Partner shall be delivered, mailed or sent to their respective address
set forth in Schedule I hereto.
In accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Partnership, which information may
include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
16. Waiver of Trial by Jury. Each of the Partnership and the General Partner (on its behalf and, to the extent permitted by applicable
law, on behalf of its securityholders and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby.