The consummation of each of (i) the purchase and sale of the Series D Preferred Initial Closing Units (the “ Initial Closing ”) and (ii) the purchase and sale of the Series D Preferred Second Closing Units (the “ Second Closing ”) shall take place at the offices of Sidley Austin LLP, 1000 Louisiana St., Suite 6000, Houston, Texas 77002 (or such other location as agreed to by the Partnership and the Purchasers).