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

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on [·], 2011, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative and the Partnership. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.the Company, 000 1000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on [·]April 30, 2011, 2008 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on May 14, 2008 as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative Representatives and the PartnershipCompany. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.the Company, 000 1000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesCompany, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative Representatives and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Units sold by the Partnership Company hereunder shall be delivered by the Representative Representatives to the PartnershipCompany. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx Rxxxxxx Jxxxx and Associates, Inc.Inc. or Wachovia Securities, individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Units and payment therefor shall be made at the offices of Xxxxxxxx, Billings, Xxxxxx & Xxxxxx L.L.P.Co., 000 Xxxxx Inc. located at Potomac Tower, 0000 00xx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxx 00000, at 10:00 a.m., New York City time, on [·]December __, 2011, or such other place, time and date 1999 (the “"Closing Date”) as shall "). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, aforementioned office at 10:00 a.m., New York City time, such time on such date or dates (the “Additional "Option Closing Date”) ("), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the any Additional Units and the Additional Option Closing Date for such Units may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 5:00 p.m., New York City time, on the third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified you in writingArlington, VA for inspection and packaging not later than the close of business 11:30 a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make against payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementtherefor in immediately available funds.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]March 25, 20112013, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. The Partnership hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Option Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “Additional Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Option Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Option Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Option Units are to be registered. The place of closing for the Additional Option Units and the Additional Option Closing Date may be varied by written agreement between the Representative you and the Partnership. Delivery of the Firm Units and of any Additional Option Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Option Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and AssociatesRBC Capital Markets, Inc.LLC, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·date of T+3], 2011, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. The Partnership hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Option Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “Additional Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Option Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Option Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Option Units are to be registered. The place of closing for the Additional Option Units and the Additional Option Closing Date may be varied by written agreement between the Representative you and the Partnership. Delivery of the Firm Units and of any Additional Option Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Option Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters Underwriter of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 9:00 a.m., New York City time, on [·]September 13, 20112013, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Underwriter and the Partnership. Delivery to the Underwriters Underwriter of and payment for any Additional Units to be purchased by the Underwriters Underwriter shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 9:00 a.m., New York City time, on such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters Underwriter to the Partnership Parties, of the Underwriters’ Underwriter’s determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are Underwriter is exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the each Additional Closing Date may be varied by written agreement between the Representative Underwriter and the Partnership. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the each Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Underwriter to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx White & Xxxxxx L.L.P.Case LLP, 000 Xxxxx 600 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 10:00 8:00 a.m., New York City Houston, Texas time, on [·]November 8, 2011, or such other place, 2022 (the time and date (of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx White & Xxxxxx L.L.P.Case LLP, 000 Xxxxx 600 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 10:00 a.m., New York City time, on such time and such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus this Agreement and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative and the Partnership. Delivery of the The Firm Units and of any Additional Units to be purchased hereunder shall be made through registered in such names and in such denominations as the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified Representative shall request in writing, writing not later than the close of business on the one full business day next preceding prior to the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the The Firm Units sold by the Partnership hereunder and Additional Units shall be delivered by to Citi on the Representative Closing Date or any Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the PartnershipUnderwriters duly paid, against payment of the purchase price therefor. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) for the accounts of the Underwriters. It is understood that the Representative Citi has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for for, the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Citi, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Citi by the Closing Date or the any Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. (a) Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxx Xxxxxx & Xxxxxx L.L.P.LLP, 000 Xxxxx Xxxxxx[ ], 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000[ ], at 10:00 a.m., New York City time, on [·[ ], 20112012, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative and the Partnership. . (b) Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxx & Xxxxxx L.L.P.LLP, 000 Xxxxx Xxxxxx[ ], 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000[ ], at 10:00 a.m., New York City time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice from the Representative hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the any Additional Closing Date may be varied by written agreement between the Representative and the Partnership. . (c) Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment by the Representative to the Partnership of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the an Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. . (d) It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.the Company, 000 1000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on [·], 2011, [ ] or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [ ] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative Representatives and the PartnershipCompany. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.the Company, 000 1000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesCompany, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative Representatives and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Units sold by the Partnership Company hereunder shall be delivered by the Representative Representatives to the PartnershipCompany. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx Rxxxxxx Jxxxx and Associates, Inc.Inc. or Wachovia Securities, individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on [·—], 2011, or such other place, time and date as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.L.L.P, 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesTrust and the Company, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after from the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]October 1, 2011, or such other place, 2018 (the time and date (of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative Representatives and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 10:00 a.m., New York City time, on such time and such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative you and the Partnership. The Firm Units and any Additional Units shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Firm Units and Additional Units shall be delivered to Credit Suisse on the Closing Date or an Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the Underwriters duly paid, against payment of the purchase price therefor. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment (“DTC”) for the accounts of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the PartnershipUnderwriters. It is understood that the Representative Credit Suisse has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx Credit Suisse and Associates, Inc.UBS, individually and not as Representative Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Credit Suisse and UBS by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Bracewell & Xxxxxx L.L.P.Xxxxxxxx LLP, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 9:00 a.m., New York City Houston, Texas time, on [·—], 2011, 2011 or such other place, time and date not later than 12:30 p.m., Houston, Texas time, on [—], 2011 as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Initial Closing Date” and each of the Initial Closing Date and the Additional Closing Date being referred to as a “Closing Date”) as shall ). The place of closing for the Firm Units and the Initial Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Initial Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemental Prospectus or a delay as contemplated by the provisions of Section 10 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Bracewell & Xxxxxx L.L.P.Xxxxxxxx LLP, 000 Xxxxx Xxxxxx711 Louisiana, 00xx XxxxxHouston, Xxx Xxxx, Xxx Xxxx 00000, Texas 77002 at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “each Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership Parties, of Company and the Underwriters’ determination to purchase a number, specified Trust (as described in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredSection 2 above). The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among the Representative Representatives, the Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Initial Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Firm Units sold by the Partnership Trust hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. Payment for the Additional Units sold by the Trust hereunder, if any, shall be delivered by the Representatives to the Trust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit Purchase Price for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Xxxxx and & Associates, Inc., each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Initial Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of the Company, 0000 Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 8:00 a.m., New York City Denver, Colorado time, on [·]July 7, 20112010, or such other place, time and date not later than 11:30 p.m., Denver, Colorado time, on July 21, 2010 as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of the Company, 0000 Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 8:00 a.m., New York City Denver, Colorado time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesTrust and the Company, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc. and Citigroup Global Markets Inc., each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on [·]April 12, 2011, or such other place, time and date as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.L.L.P, 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesTrust and the Company, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after from the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City Houston, Texas time, on [·]April 23, 20112012, or such other place, time and date as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.L.L.P, 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesTrust and the Company, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after from the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., The Representatives individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of the Company, 0000 Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 8:00 a.m., New York City Denver, Colorado time, on [·[ ], 2011, or such other place, time and date not later than 11:30 p.m., Denver, Colorado time, on [ ] as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of the Company, 0000 Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 8:00 a.m., New York City Denver, Colorado time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesTrust and the Company, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc. and Citigroup Global Markets Inc., each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on [·], 2011, or such other place, time and date as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.L.L.P, 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesTrust and the Company, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after from the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. It is understood that the Representative has Representatives have been authorized, for its own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., The Representatives individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]April 14, 20112015, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Underwriters and the PartnershipSelling Unitholder. The Partnership hereby acknowledges that circumstances under which the Underwriters may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Underwriters to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Option Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the each, an “Additional Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must Option Units as set forth (i) the aggregate number in Section 2 of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredthis Agreement. The place of closing for the Additional Option Units and the Additional each Option Closing Date may be varied by written agreement between the Representative Underwriters and the PartnershipSelling Unitholder. Delivery of the Firm Units and of any Additional Option Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Option Closing Date, as the case may be, by the Partnership PartiesSelling Unitholder. Payment for the Units sold by the Partnership Selling Unitholder hereunder shall be delivered by the Representative Underwriters to the PartnershipSelling Unitholder. It is understood that the Representative Xxxxxxx, Sachs & Co. has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Option Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxxxx, Xxxxx and Associates, Inc.& Co., individually and not as Representative representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Xxxxxxx, Sachs & Co. by the Closing Date or the Additional any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Units and payment therefor shall be made at the offices of Friedman, Billings, Xxxxxx & Xxxxxx L.L.P.Co., 000 Xxxxx Inc. located at Potomac Tower, 0000 00xx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxx 00000, at 10:00 a.m., New York City time, on [·]January __, 2011, or such other place, time and date 2000 (the “"Closing Date”) as shall "). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, aforementioned office at 10:00 a.m., New York City time, such time on such date or dates (the “Additional "Option Closing Date”) ("), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the any Additional Units and the Additional Option Closing Date for such Units may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 5:00 p.m., New York City time, on the third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified you in writingArlington, VA for inspection and packaging not later than the close of business 11:30 a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make against payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementtherefor in immediately available funds.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on [·]August 16, 2011, or such other place, time and date as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.L.L.P, 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesTrust and the Company, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after from the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. It is understood that the Representative has Representatives have been authorized, for its own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., The Representatives individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. (a) Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000XX, at 10:00 a.m., New York City time, on [·]December 10, 20112013, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. . (b) Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000XX, at 10:00 a.m., New York City time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice from the Representatives hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the any Additional Closing Date may be varied by written agreement between the Representative Representatives and the Partnership. . (c) Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment by the Representatives to the Partnership of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the an Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. . (d) It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on [·[ ], 20112010, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative and the Partnership. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (the “DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 10:00 8:30 a.m., New York City Houston, Texas time, on [·]January 14, 2011, or such other place, 2020 (the time and date (of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 10:00 a.m., New York City time, on such time and such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership Partiesand the Selling Unitholders, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus this Agreement and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative Representative, the Partnership and the PartnershipSelling Unitholders. Delivery of the The Firm Units and of any Additional Units to be purchased hereunder shall be made through registered in such names and in such denominations as the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified Representative shall request in writing, writing not later than the close of business on the one full business day next preceding prior to the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the The Firm Units sold by the Partnership hereunder and Additional Units shall be delivered by to Credit Suisse on the Representative Closing Date or any Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the PartnershipUnderwriters duly paid, against payment of the purchase price therefor. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) for the accounts of the Underwriters. It is understood that the Representative Credit Suisse has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Credit Suisse, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Credit Suisse by the Closing Date or the any Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City Houston, Texas time, on April [·], 20112012, or such other place, time and date as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.L.L.P, 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas 77002 at 10:00 8:00 a.m., New York City timeHouston, Texas Time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesTrust and the Company, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after from the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price Purchase Price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., The Representatives individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Bracewell & Xxxxxx L.L.P.Xxxxxxxx LLP, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 9:00 a.m., New York City Houston, Texas time, on [·—], 2011, 2011 or such other place, time and date not later than 12:30 p.m., Houston, Texas time, on [—], 2011 as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Initial Closing Date” and each of the Initial Closing Date and the Additional Closing Date being referred to as a “Closing Date”) as shall ). The place of closing for the Firm Units and the Initial Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Initial Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemental Prospectus or a delay as contemplated by the provisions of Section 10 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Bracewell & Xxxxxx L.L.P.Xxxxxxxx LLP, 000 711 Louisiana, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “each Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership Parties, of Company and the Underwriters’ determination to purchase a number, specified Trust (as described in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredSection 2 above). The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among the Representative Representatives, the Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Initial Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Firm Units sold by the Partnership Trust hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. Payment for the Additional Units sold by the Trust hereunder, if any, shall be delivered by the Representatives to the Trust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit Purchase Price for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Xxxxx and & Associates, Inc., each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Initial Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. (a) Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Lxxxxx & Xxxxxx L.L.P.Wxxxxxx LLP, 000 Xxxxx 800 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx 00000, Xxxxx 00000 at [10:00 a.m.], New York City Eastern time, on [·January [ ], 20112014, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. . (b) Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Lxxxxx & Xxxxxx L.L.P.Wxxxxxx LLP, 000 Xxxxx Xxxxxx800 Xxxx Xx., 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at [10:00 a.m.], New York City Eastern time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice from the Representatives hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the any Additional Closing Date may be varied by written agreement between the Representative Representatives and the Partnership. . (c) Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment by the Representatives to the Partnership of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the an Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. . (d) It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Rxxxxxx Jxxxx & Associates, Inc., Rxxxxx X. Xxxxx & Co. Incorporated and Sxxxxx, Xxxxxxxx & Company, Incorporated, individually and not as Representative Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor for the Initial Units shall be made at the offices office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxx L.L.P.Xxxx (Illinois), 000 Xxxxx Xxxxxx, 00xx Xxxx Xxxxxx Xxxxx, Xxx XxxxSuite 2100, Xxx Xxxx 00000Chicago, Illinois 60606, at 10:00 a.m.9:00 A.M., New York City Chicago time, on [·]the third (fourth, 2011, or such other place, time and if the pricing occurs after 4:30 p.m. (Eastern Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof) (the “"Closing Date”) as shall "). The place of closing for the Initial Units and the Closing Date may be determined varied by agreement between the Representative among you and the PartnershipCompany. Delivery to the Underwriters of and payment for any Additional Option Units to be purchased by the Underwriters shall be made at the offices aforementioned office of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Illinois) at 10:00 a.m., New York City time, such time on such date or dates (the “Additional an "Option Closing Date”) ("), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership Parties, Company of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Option Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional any Option Units and the Additional Option Closing Date for such Option Units may be varied by written agreement between the Representative you and the PartnershipCompany. Delivery of Certificates for the Firm Securities comprising the Initial Units and of for the Securities comprising any Additional Option Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made through available to you in New York, New York, as requested by you in the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writingaforesaid notice, for inspection and packaging not later than the close of business 9:30 A.M., New York time, on the business day next preceding the Closing Date or any Option Closing Date, as the Additional case may be. The certificates evidencing the Securities comprising the Initial Units and the Securities comprising any Option Units to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of same day funds to the account designated by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the PartnershipCompany. It is understood that the Representative each Underwriter has been authorizedauthorized you, for its own account and the accounts of the several Underwritersaccount, to accept delivery of and of, acknowledge receipt forof, and make payment of the purchase price per Unit for for, the Firm Initial Units and the Additional Option Units, if any, that the Underwriters have which it has agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Xxxxxx, individually and not as Representative representative of the Underwriters, may, may (but shall not be obligated to, ) make payment of the purchase price for any the Initial Units or the Option Units, if any, to be purchased by any Underwriter whose funds shall check has not have been received by the Representative by the Closing Date or the Additional Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this hereunder. Each certificate evidencing each Warrant shall be substantially in the form attached to the Warrant Agreement, dated as of __________ ___, 1997 between American Stock Transfer & Trust Company, as Warrant Agent, and the Company (the "Warrant Agreement").

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Units and payment therefor shall be made at the offices of Friedman, Billings, Xxxxxx & Xxxxxx L.L.P.Co., 000 Xxxxx Inc. located at Potomac Tower, 0000 00xx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxx 00000, at 10:00 a.m., New York City time, on [·]May 9, 2011, or such other place, time and date 2003 (the “"Closing Date”) as shall "). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, aforementioned office at 10:00 a.m., New York City time, such time on such date or dates (the “Additional "Option Closing Date”) ("), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the any Additional Units and the Additional Option Closing Date for such Units may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 5:00 p.m., New York City time, on the third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified you in writingArlington, VA for inspection and packaging not later than the close of business 11:30 a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make against payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementtherefor in immediately available funds.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]October 8, 20112013, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. The Partnership hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Option Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “Additional Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Option Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Option Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Option Units are to be registered. The place of closing for the Additional Option Units and the Additional Option Closing Date may be varied by written agreement between the Representative you and the Partnership. Delivery of the Firm Units and of any Additional Option Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Option Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx and Associates, Inc.Incorporated, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Units and payment therefor shall be made at the offices of Friedman, Billings, Xxxxxx & Xxxxxx L.L.P.Co., 000 Xxxxx Inc. located at Potomac Tower, 0000 00xx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx Xxxxxxxx 00000, at 10:00 a.m., New York City time, on [·]May ___, 2011, or such other place, time and date 2003 (the “"Closing Date”) as shall "). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, aforementioned office at 10:00 a.m., New York City time, such time on such date or dates (the “Additional "Option Closing Date”) ("), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the any Additional Units and the Additional Option Closing Date for such Units may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 5:00 p.m., New York City time, on the third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified you in writingArlington, VA for inspection and packaging not later than the close of business 11:30 a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make against payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementtherefor in immediately available funds.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City St. Petersburg, Florida time, on [·]January 24, 2011, 2006 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on February 7, 2006 as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative and the PartnershipCompany. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City St. Petersburg, Florida time, on such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership PartiesSelling Unitholders, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative and the PartnershipSelling Unitholders. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany or the Selling Unitholders, as the case may be. Payment for the Firm Units sold by the Partnership Company hereunder shall be delivered by the Representative to the PartnershipCompany. Payment for the Additional Units sold by the Selling Unitholders hereunder, if any, shall be delivered by the Representative to the Selling Unitholders. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each of the Company and the Selling Unitholders hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Units to be sold by the Company or the Selling Unitholders, respectively, to the several Underwriters, or otherwise in connection with the performance of the Company’s or such Selling Unitholder’s respective obligations hereunder.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of the Company, 0000 Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 8:00 a.m., New York City Denver, Colorado time, on [·]April 15, 2011, or such other place, (the time and date (of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative, the Trust and the Company. The Trust and the Company hereby acknowledge that circumstances under which the Representative and may provide notice to postpone the PartnershipClosing Date as originally scheduled include any determination by the Trust, the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of the Company, 0000 Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 8:00 a.m., New York City Denver, Colorado time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative on behalf of the Underwriters to the Partnership PartiesCompany, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the PartnershipCompany. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional UnitsUnits (subject to any adjustment for distributions declared by the Trust and payable on each Firm Unit but not on each Additional Unit, as described in Section 2), if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Citigroup Global Markets Inc., individually and not as the Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Bracewell & Xxxxxx L.L.P.Xxxxxxxx LLP, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]November 16, 2011, 2011 or such other place, time and date not later than 12:30 p.m., Houston, Texas time, on November 23, 2011 as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Initial Closing Date” and each of the Initial Closing Date and the Additional Closing Date being referred to as a “Closing Date”) as shall ). The place of closing for the Firm Units and the Initial Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Initial Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemental Prospectus or a delay as contemplated by the provisions of Section 10 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Bracewell & Xxxxxx L.L.P.Xxxxxxxx LLP, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “each Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership Parties, of Company and the Underwriters’ determination to purchase a number, specified Trust (as described in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredSection 2 above). The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among the Representative Representatives, the Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Initial Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesTrust. Payment for the Firm Units sold by the Partnership Trust hereunder shall be delivered by the Representative Representatives to the PartnershipTrust. Payment for the Additional Units sold by the Trust hereunder, if any, shall be delivered by the Representatives to the Trust. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit Purchase Price for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Xxxxx and & Associates, Inc., each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Initial Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, such place as you shall designate at 10:00 a.m., New York City time, three (or four, if priced after 4:30 p.m. New York time on [·], 2011, or such other place, time and the relevant date) business days after the date hereof (the “"Closing Date”) as shall "). The place of delivery for the Firm Units and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, such place as you shall designate at 10:00 a.m., New York City time, on such date or dates (the “"Additional Closing Date”") (which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten 10 business days after the giving of the notice hereinafter referred to) ), as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given to the Partnership by you at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredthis Agreement. The place of closing delivery for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds registered in such names and in such denominations as you shall request prior to an account or accounts specified in writing1:00 p.m., not later than the close of business New York City time, on the second business day next preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made available to you at such place as you shall designate for inspection and packaging not later than 9:30 a.m., by New York City time, on the Partnership Partiesbusiness day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. Payment for The certificates evidencing the Firm Units sold by the Partnership and any Additional Units to be purchased hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by you on the Closing Date or the Additional Closing Date, as the case may be, for against payment of the purchase price therefor by wire transfer in immediately available funds, to the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementspecified by the Partnership to the Underwriters no later than the business day prior to the Closing Date.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]May 10, 2011, 2011 or such other place, time and date not later than 12:30 p.m., Houston, Texas time, on May 24, 2011 as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesCompany and the Trust, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Firm Units sold by the Partnership Company hereunder shall be delivered by the Representative Representatives to the PartnershipCompany. Payment for the Additional Units sold by the Company hereunder, if any, shall be delivered by the Representatives to the Company. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on [·]July 18, 2011, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative and the Partnership. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. 4.1 Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx First City Tower, 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas at 10:00 a.m., New York City Eastern time, on [·]June 20, 2011, 2011 or such other place, time and date not later than 1:30 p.m., Eastern time, on July 5, 2011 as the Representatives shall designate by notice to the Partnership (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative Representatives and the Partnership. The Partnership Parties hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. 4.2 Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx First City Tower, 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000Texas, at 10:00 a.m., New York City Eastern time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but but, if it is not the same as the Closing Date, shall in no event not be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative you and the Partnership. . 4.3 Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesPartnership. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. . 4.4 It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Inc. and X.X. Xxxxxx Securities LLC, each individually and not as Representative Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of the Company, 0000 Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 8:00 a.m., New York City Denver, Colorado time, on [·•], 2011, or such other place, time and date not later than 11:30 p.m., Denver, Colorado time, on [•], 2011 as the Representative shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative, the Trust and the Company. The Trust and the Company hereby acknowledge that circumstances under which the Representative and may provide notice to postpone the PartnershipClosing Date as originally scheduled include any determination by the Trust, the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of the Company, 0000 Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 8:00 a.m., New York City Denver, Colorado time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative on behalf of the Underwriters to the Partnership PartiesCompany, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the PartnershipCompany. It is understood that the Representative has been authorized, for its own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Citigroup Global Markets Inc., individually and not as the Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.the Company, 000 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on [·l], 2011, 2012 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [l], 2012 as the Representatives shall designate by notice to the Company and the Trust (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Company and the PartnershipTrust. The Company and the Trust hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Trust or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.the Company, 000 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesCompany and the Trust, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among the Representative Representatives, the Company and the PartnershipTrust. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Units sold by the Partnership Company hereunder shall be delivered by the Representative Representatives to the PartnershipCompany. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Each Representative, individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of and payment for the Firm Units and payment therefor shall be made at the offices office of Xxxxxxx Xxxxx Xxxxxx & Xxxxxx L.L.P.Inc., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on [·]____________, 2011, or such other place, time and date 1998 (the “"Closing Date”) as shall "). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices aforementioned office of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Barney Inc. at 10:00 a.m., New York City time, such time on such date or dates (the “Additional "Option Closing Date”) ("), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the any Additional Units and the Additional Option Closing Date for such Units may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 5:00 p.m., New York City time, on the third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified you in writing, New York City for inspection and packaging not later than the close of business 11:30 a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make against payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementtherefor in immediately available funds.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]December 12, 20112012, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. The Partnership hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Option Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “Additional Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Option Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Option Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Option Units are to be registered. The place of closing for the Additional Option Units and the Additional Option Closing Date may be varied by written agreement between the Representative you and the Partnership. Delivery of the Firm Units and of any Additional Option Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Option Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the ------------------------------------------ Underwriters of and payment for the Firm Units and payment therefor shall be made at the offices office of Xxxxx Xxxxxx & Xxxxxx L.L.P.Inc., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on [·]November 19, 2011, or such other place, time and date 1997 (the “"Closing Date”) as shall "). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices aforementioned office of Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Inc. at 10:00 a.m., New York City time, such time on such date or dates (the “Additional "Option Closing Date”) ("), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the any Additional Units and the Additional Option Closing Date for such Units may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 5:00 P.M., New York City time, on the third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified you in writing, New York City for inspection and packaging not later than the close of business 11:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make against payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementtherefor in immediately available funds.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]February 8, 2011, or such other place, 2017 (the time and date (of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative Representatives and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 10:00 a.m., New York City time, on such time and such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative you and the Partnership. The Firm Units and any Additional Units shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Firm Units and Additional Units shall be delivered to Xxxxxxx Xxxxx on the Closing Date or an Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the Underwriters duly paid, against payment of the purchase price therefor. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment (“DTC”) for the accounts of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the PartnershipUnderwriters. It is understood that the Representative Xxxxxxx Xxxxx has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Xxxxx, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Xxxxxxx Xxxxx by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor (the "Closing") shall be made at the offices of Xxxxxx & Xxxxxx Baker Botts L.L.P., 000 Xxxxx Xxxxxx2001 Ross Avenue, 00xx XxxxxDallas, Xxx Xxxx, Xxx Xxxx 00000, Texas at 10:00 a.m., New York City Dalxxx, Txxxx time, on [·_________], 2011, or such other place, time and date not later than 1:30 p.m., Dallas, Texas time, on [__________] as the Representatives shall designate by notice to the Partnership (the “time and date of such closing are called the "Closing Date”) as shall "). The place of the Closing and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. The Partnership hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters (the "Additional Closing") shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.Baker Botts L.L.P, 000 Xxxxx Xxxxxx2001 Ross Avenue, 00xx XxxxxDallas, Xxx Xxxx, Xxx Xxxx 00000Texas, at 10:00 a.m., New York City Dalxxx, Txxxx time, on such date or xxxx xxxx xx dates (the “"Additional Closing Date”") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to; the Closing Date and the Additional Closing Date are sometimes each referred to herein as a "Closing Date") as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units Closing and the Additional Closing Date may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., Dallas, Texas time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made through available to you in Dallas, Texas for inspection and packaging not later than 9:30 a.m., Dallas, Texas time, on the facilities of business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The Depository Trust Company certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesPartnership. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx Raymond James and Associates, Inc., individually and not as Representative of the a Represenxxxxxx ox xxx Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor (the "Closing") shall be made at the offices of Xxxxxx & Xxxxxx Baker Botts L.L.P., 000 Xxxxx Xxxxxx2001 Ross Avenue, 00xx XxxxxDallas, Xxx Xxxx, Xxx Xxxx 00000, Texas at 10:00 8:30 a.m., New York City Dalxxx, Txxxx time, on [·], 2011Xxxxxxxx 0, or such other place, time and date not later than 1:30 p.m., Dallas, Texas time, on November 6, as the Representatives shall designate by notice to the Partnership (the “time and date of such closing are called the "Closing Date”) as shall "). The place of the Closing and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. The Partnership hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters (the "Additional Closing") shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.Baker Botts L.L.P, 000 Xxxxx Xxxxxx2001 Ross Avenue, 00xx XxxxxDallas, Xxx Xxxx, Xxx Xxxx 00000Texas, at 10:00 a.m., New York City Daxxxx, Xxxxx time, on such date or ox xxxx xxxx xx dates (the “"Additional Closing Date”") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to; the Closing Date and the Additional Closing Date are sometimes each referred to herein as a "Closing Date") as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units Closing and the Additional Closing Date may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 1:00 p.m., Dallas, Texas time, not later than the second full business day preceding the Closing Date or the Additional Closing Date, as the case may be. Such certificates shall be made through available to you in Dallas, Texas for inspection and packaging not later than 9:30 a.m., Dallas, Texas time, on the facilities of business day immediately preceding the Closing Date or the Additional Closing Date, as the case may be. The Depository Trust Company certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesPartnership. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx Raymond James and Associates, Inc., individually and not as Representative of the a Represexxxxxxx xx xxe Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]July 15, 20112014, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Underwriters and the Partnership. The Partnership hereby acknowledges that circumstances under which the Underwriters may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Underwriters to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Option Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “Additional Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Option Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Option Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Option Units are to be registered. The place of closing for the Additional Option Units and the Additional Option Closing Date may be varied by written agreement between the Representative Underwriters and the Partnership. Delivery of the Firm Units and of any Additional Option Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Underwriters to the Partnership. It is understood that the Representative Citigroup Global Markets Inc. has been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Option Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Citigroup Global Markets Inc., individually and not as Representative representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Citigroup Global Markets Inc. by the Closing Date or the Additional Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·•], 2011, 2011 or such other place, time and date not later than 12:30 p.m., Houston, Texas time, on [•], 2011 as the Representatives shall designate by notice to the Trust and the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Trust and the PartnershipCompany. The Trust and the Company hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Trust, the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesCompany and the Trust, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among you, the Representative Trust and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Firm Units sold by the Partnership Company hereunder shall be delivered by the Representative Representatives to the PartnershipCompany. Payment for the Additional Units sold by the Company hereunder, if any, shall be delivered by the Representatives to the Company. It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Inc. and Xxxxxx Xxxxxxx & Co. Incorporated, each individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. (a) Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Lxxxxx & Xxxxxx L.L.P.Wxxxxxx LLP, 000 Xxxxx 800 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx 00000, Xxxxx 00000 at 10:00 a.m., New York City Eastern time, on [·]January 21, 20112014, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. . (b) Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Lxxxxx & Xxxxxx L.L.P.Wxxxxxx LLP, 000 Xxxxx Xxxxxx800 Xxxx Xx., 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 a.m., New York City Eastern time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice from the Representatives hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the any Additional Closing Date may be varied by written agreement between the Representative Representatives and the Partnership. . (c) Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment by the Representatives to the Partnership of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the an Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. . (d) It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Rxxxxxx Jxxxx & Associates, Inc., Rxxxxx X. Xxxxx & Co. Incorporated and Sxxxxx, Xxxxxxxx & Company, Incorporated, individually and not as Representative Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on [·]September 9, 20112014, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. The Partnership hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Option Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Akin Gump Xxxxxxx Xxxxx & Xxxxxx L.L.P.Xxxx LLP, 000 Xxxxx 0000 Xxxxxxxxx Xxxxxx, 00xx Xxxxxxx, Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 a.m., New York City Houston, Texas time, on such date or dates (the “Additional Option Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Option Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Option Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Option Units are to be registered. The place of closing for the Additional Option Units and the Additional Option Closing Date may be varied by written agreement between the Representative Underwriters and the Partnership. Delivery of the Firm Units and of any Additional Option Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Option Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.UBS Securities LLC, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 10:00 [ ] a.m., New York City Houston, Texas time, on [·[ ], 2011, or such other place, 2017 (the time and date (of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative Representatives and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx 00000, at 10:00 a.m., New York City time, on such time and such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative you and the Partnership. The Firm Units and any Additional Units shall be registered in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Firm Units and Additional Units shall be delivered to Xxxxxxx Xxxxx on the Closing Date or an Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the Underwriters duly paid, against payment of the purchase price therefor. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment (“DTC”) for the accounts of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the PartnershipUnderwriters. It is understood that the Representative Xxxxxxx Xxxxx has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Xxxxx, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Xxxxxxx Xxxxx by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx White & Xxxxxx L.L.P.Case LLP, 000 Xxxxx 600 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 10:00 8:00 a.m., New York City Houston, Texas time, on [·]November 15, 2011, or such other place, 2021 (the time and date (of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx White & Xxxxxx L.L.P.Case LLP, 000 Xxxxx 600 Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 10:00 a.m., New York City time, on such time and such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus this Agreement and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative and the Partnership. Delivery of the The Firm Units and of any Additional Units to be purchased hereunder shall be made through registered in such names and in such denominations as the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified Representative shall request in writing, writing not later than the close of business on the one full business day next preceding prior to the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the The Firm Units sold by the Partnership hereunder and Additional Units shall be delivered by to Citi on the Representative Closing Date or any Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the PartnershipUnderwriters duly paid, against payment of the purchase price therefor. Delivery of the Units shall be made through the facilities of The Depository Trust Company (“DTC”) for the accounts of the Underwriters. It is understood that the Representative Citi has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Citi, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Citi by the Closing Date or the any Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.the Company, 000 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on [·]March 28, 2011, 2012 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on April 11, 2012 as the Representatives shall designate by notice to the Company and the Trust (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between among the Representative Representatives, the Company and the PartnershipTrust. The Company and the Trust hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company, the Trust or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 12 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.the Company, 000 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesCompany and the Trust, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between among the Representative Representatives, the Company and the PartnershipTrust. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Units sold by the Partnership Company hereunder shall be delivered by the Representative Representatives to the PartnershipCompany. It is understood that the Representative has Representatives have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Each Representative, individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. (a) Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxHouston, Xxx Xxxx, Xxx Xxxx 00000, Texas 77002 at 10:00 a.m., New York City time, on [·●], 20112015, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative and the Partnership. . (b) Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxHouston, Xxx Xxxx, Xxx Xxxx 00000Texas 77002, at 10:00 a.m., New York City time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice from the Representative hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the any Additional Closing Date may be varied by written agreement between the Representative and the Partnership. . (c) Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment by the Representative to the Partnership of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the an Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. . (d) It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the ------------------------------------------ Underwriters of and payment for the Firm Units and payment therefor shall be made at the offices office of Xxxxx Xxxxxx & Xxxxxx L.L.P.Inc., 000 Xxxxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York City time, on [·]______ __, 2011, or such other place, time and date 1997 (the “"Closing Date”) as shall "). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative you and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices aforementioned office of Xxxxx Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Inc. at 10:00 a.m., New York City time, such time on such date or dates (the “Additional "Option Closing Date”) ("), which may be the same as the Closing Date, Date but shall in no event be earlier than the Closing Date nor earlier than three two nor later than ten business days after the giving of the notice hereinafter referred to) , as shall be specified in a written notice, notice from the Representative you on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the any Additional Units and the Additional Option Closing Date for such Units may be varied by written agreement between the Representative you and the Partnership. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 5:00 P.M., New York City time, on the third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified you in writing, New York City for inspection and packaging not later than the close of business 11:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make against payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementtherefor in immediately available funds.

Delivery of the Units and Payment Therefor. (a) Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, 000 Xxxxx XxxxxxXxxx Xx., 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx 00000XX, at 10:00 a.m., New York City time, on [·]June 12, 20112017, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative and the Partnership. . (b) Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.Xxxxxxx LLP, 000 Xxxxx XxxxxxXxxx Xx., 00xx XxxxxXxxxxxx, Xxx Xxxx, Xxx Xxxx 00000XX, at 10:00 a.m., New York City time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice from the Representative hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the any Additional Closing Date may be varied by written agreement between the Representative and the Partnership. . (c) Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment by the Representative to the Partnership of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the an Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. . (d) It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Sachs & Co. LLC, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. (a) Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxHouston, Xxx Xxxx, Xxx Xxxx 00000, Texas 77002 at 10:00 a.m., New York City time, on [·●], 20112017, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative Representatives and the Partnership. . (b) Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx 0000 Xxxxxx Xxxxxx, 00xx XxxxxHouston, Xxx Xxxx, Xxx Xxxx 00000Texas 77002, at 10:00 a.m., New York City time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice from the Representatives hereinafter referred to) as shall be specified in a written notice, from the Representative Representatives on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the any Additional Closing Date may be varied by written agreement between the Representative Representatives and the Partnership. . (c) Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment by the Representatives to the Partnership of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the an Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. . (d) It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Each of Xxxxxxx Xxxxx and Associates, Inc.Inc. and Xxxxx Fargo Securities, LLC, individually and not as a Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. 4.1 Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx First City Tower, 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000, Texas at 10:00 a.m., New York City Eastern time, on [·___], 2011, or such other place, time and date not later than 1:30 p.m., Eastern time, on [___] as the Representatives shall designate by notice to the Partnership (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative Representatives and the Partnership. The Partnership Parties hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include any determination by the Partnership or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. 4.2 Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P., 000 Xxxxx First City Tower, 0000 Xxxxxx Xxxxxx, 00xx XxxxxSuite 2500, Xxx XxxxHouston, Xxx Xxxx 00000Texas, at 10:00 a.m., New York City Eastern time, on such date or dates (the each an “Additional Closing Date”) (which may be the same as the Closing Date, but but, if it is not the same as the Closing Date, shall in no event not be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written noticenotice or notices, from the Representative Representatives on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such noticenotice or notices, of Additional Units. Such notice or notices may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which ownership of the Additional Units are is to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative you and the Partnership. . 4.3 Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company (“DTC”) against payment of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesPartnership. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative Representatives to the Partnership. . 4.4 It is understood that the Representative has Representatives have been authorized, for its their own account accounts and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Inc. and X.X. Xxxxxx Securities LLC, each individually and not as Representative Representatives of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Representatives by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx White & Xxxxxx L.L.P.Case LLP, 000 Xxxxx Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 10:00 8:00 a.m., New York City Houston, Texas time, on [·]August 7, 2011, or such other place, 2023 (the time and date (of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative and the Partnership. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx White & Xxxxxx L.L.P.Case LLP, 000 Xxxxx Xxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 00000, at 10:00 a.m., New York City time, on such time and such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership PartiesPartnership, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus this Agreement and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative and the Partnership. Delivery of the The Firm Units and of any Additional Units to be purchased hereunder shall be made through registered in such names and in such denominations as the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified Representative shall request in writing, writing not later than the close of business on the one full business day next preceding prior to the Closing Date or the Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the The Firm Units sold by the Partnership hereunder and Additional Units shall be delivered by to Citi on the Representative Closing Date or any Additional Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the PartnershipUnderwriters duly paid, against payment of the purchase price therefor. Delivery of the Units shall be made through the facilities of The Depository Trust Company for the accounts of the Underwriters. It is understood that the Representative Citi has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for for, the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc.Citi, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative Citi by the Closing Date or the any Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx L.L.P.Associates, Inc., 000 Xxxxx XxxxxxXxxxxxxx Xxxxxxx, 00xx XxxxxXx. Xxxxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxx at 10:00 a.m., New York City St. Petersburg, Florida time, on [·]September 28, 20112021, or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on October 13, 2021, as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”) as shall ). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative and the PartnershipCompany. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx Xxxxxxx Xxxxx & Xxxxxx L.L.P.Associates, Inc., 000 Xxxxx XxxxxxXxxxxxxx Xxxxxxx, 00xx XxxxxXx. Xxxxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxxxxx, at 10:00 a.m., New York City St. Petersburg, Florida time, on such date or dates (the “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership PartiesCompany, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registeredoption. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative you and the PartnershipCompany. Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next immediately preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Units sold by the Partnership Company hereunder shall be delivered by the Representative to the PartnershipCompany. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and & Associates, Inc., individually and not as Representative the representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. (a) Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.Xxxx Xxxxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx58th Floor, Xxx XxxxHouston, Xxx Xxxx 00000Texas, at 10:00 a.m., New York City time, on [·]June 19, 20112015, or such other place, time and date (the “Closing Date”) as shall be determined by agreement between the Representative and the Partnership. . (b) Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx L.L.P.Xxxx Xxxxxxxx LLC, 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx58th Floor, Xxx XxxxHouston, Xxx Xxxx 00000Texas, at 10:00 a.m., New York City time, on such date or dates (the each, an “Additional Closing Date”) (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice from the Representative hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership Parties, of the Underwriters’ determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the any Additional Closing Date may be varied by written agreement between the Representative and the Partnership. . (c) Delivery of the Firm Units and of any Additional Units to be purchased hereunder shall be made through the facilities of The Depository Trust Company against payment by the Representative to the Partnership of the purchase price therefore therefor by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the an Additional Closing Date, as the case may be, by the Partnership Parties. Payment for the Units sold by the Partnership hereunder shall be delivered by the Representative to the Partnership. . (d) It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, for and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx and Associates, Inc.Incorporated, individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the an Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Units and Payment Therefor. Delivery to the Underwriters of the Firm Units and payment therefor shall be made at the offices of Xxxxxx & Xxxxxx Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City St. Petersburg, Florida time, on [·[ ], 2011, 2006 or such other place, time and date not later than 1:30 p.m., St. Petersburg, Florida time, on [ ], 2006 as the Representative shall designate by notice to the Company (the “time and date of such closing are called the "Closing Date”) as shall "). The place of closing for the Firm Units and the Closing Date may be determined varied by agreement between the Representative and the PartnershipCompany. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 hereof. Delivery to the Underwriters of and payment for any Additional Units to be purchased by the Underwriters shall be made at the offices of Xxxxxx & Xxxxxx [Xxxxx Xxxxx, L.L.P., 000 Xxxxx Xxxxxx910 Louisiana, 00xx XxxxxHouston, Xxx Xxxx, Xxx Xxxx 00000, Texas] at 10:00 a.m., New York City St. Petersburg, Florida time, on such date or dates (the “"Additional Closing Date”") (which may be the same as the Closing Date, but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to) as shall be specified in a written notice, from the Representative on behalf of the Underwriters to the Partnership PartiesSelling Unitholders, of the Underwriters’ ' determination to purchase a number, specified in such notice, of Additional Units. Such notice may be given at any time within 30 days after the date of the Prospectus and must set forth (i) the aggregate number of Additional Units as to which the Underwriters are exercising the option and (ii) the names and denominations in which the certificates for which the Additional Units are to be registered. The place of closing for the Additional Units and the Additional Closing Date may be varied by written agreement between the Representative you and the PartnershipCompany. Delivery of Certificates for the Firm Units and of for any Additional Units to be purchased hereunder shall be made delivered through the facilities of The Depository Trust Company ("DTC"). The certificates evidencing the Firm Units and any Additional Units to be purchased hereunder shall be delivered to you on the Closing Date or the Additional Closing Date, as the case may be, against payment of the purchase price therefore by wire transfer of immediately available funds to an account or accounts specified in writing, not later than the close of business on the business day next preceding the Closing Date or the Additional Closing Date, as the case may be, by the Partnership PartiesCompany. Payment for the Units sold by the Partnership Company hereunder shall be delivered by the Representative to the PartnershipCompany. Payment for the Additional Units sold by the Selling Unitholders hereunder, if any, shall be delivered by the Representative to the Custodian (as defined herein). It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price per Unit for the Firm Units and the Additional Units, if any, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx and Associates, Inc., individually and not as Representative of the Underwriters, may, but shall not be obligated to, make payment for any Units to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or the Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Each of the Company and the Selling Unitholders hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Units to be sold by the Company or the Selling Unitholder, respectively, to the several Underwriters, or otherwise in connection with the performance of the Company's or such Selling Unitholder's respective obligations hereunder. Each of the Selling Unitholders hereby agrees that the Custodian is authorized to deduct for such payment any such amounts from the proceeds to such Selling Unitholder hereunder and to hold such amounts for the account of such Selling Unitholder with the Custodian under the Custody Agreement (as defined herein).