Common use of PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES Clause in Contracts

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $24.2125 per Series B Preferred Unit, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto and (b) the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, any additional number of Option Securities that such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Securities will be in book-entry form through the facilities of The Depository Trust Company, New York, New York (“DTC”). Delivery of the documents required by Section 6 hereof with respect to the Securities shall be made available at or prior to 9:00 a.m. Houston time on June 17, 2014 at the offices of Xxxxxxx Xxxxx LLP, 000 Xxxxxx, Suite 4200, Houston, Texas 77002 or at such other place as may be agreed upon between the Representatives and the Partnership (the “Place of Closing”), or at such other time and date not later than five full business days thereafter as the Representatives and the Partnership may agree, such time and date of payment and delivery being herein called the “Initial Delivery Date.” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Securities to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership at least two business days before the Initial Delivery Date. The Partnership will cause its transfer agent to deposit the Firm Securities pursuant to the Full Fast Delivery Program of the DTC. It is understood that the Underwriters propose to offer the Securities to the public upon the terms and conditions set forth in the Disclosure Package and the Prospectus.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. On the basis of the representations, warranties warranties, and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, (a) the Partnership Company agrees to sell to the Underwriters, Underwriters and each such Underwriter agrees, severally and not jointly, to purchase from the Partnershippurchase, at a purchase the gross price per Share and per Warrant indicated in the Prospectus (the "Initial Price") less the Underwriters' discount of $24.2125 per Series B Preferred Unitten percent (10%) of the Initial Price, the Firm Shares and the number of Firm Securities set forth opposite the name of such each Underwriter in Schedule I hereto and (b) the Partnership agrees hereof, subject to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, any additional number of Option Securities that such Underwriter may become obligated to purchase pursuant to adjustments in accordance with Section 3 9 hereof. Delivery of Payment for the Firm Securities will to be in book-entry form through sold hereunder is to be made by certified or bank cashier's check(s) drawn to the facilities of The Depository Trust Company, New York, New York (“DTC”). Delivery order of the documents required by Section 6 hereof with respect Company for the Firm Securities, against delivery of certificates therefor to the Securities shall Representative for the several accounts of the Underwriters. Such payment is to be made available at or prior to 9:00 a.m. Houston time on June 17, 2014 at the offices of O'Coxxxx, Xxvanagh, Anderson, Killxxxxxxxxx & Xeshxxxx, X.A., One Xxxx Xxxxxxxxx Xx., Xxxxxxx, Xxxxxxx Xxxxx LLP00000-0000 xx 10:00 A.M., 000 XxxxxxPhoenix time, Suite 4200, Houston, Texas 77002 or at such other place as may be agreed upon between on the Representatives and third business day after the Partnership (the “Place date of Closing”)this Agreement, or at such other time and date not later than five full four business days thereafter as the Representatives Representative and the Partnership may agreeCompany shall agree upon, such time and date of payment and delivery being herein called referred to as the “Initial Delivery "Closing Date.” Time shall " (As used herein, "business day" means a day on which the Boston Stock Exchange, Inc. is open for trading and on which banks in Arizona are open for business and not permitted by law or executive order to be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. closed.) The Partnership will deliver certificates for the Firm Securities shall be in definitive form and will be delivered in such denominations and in such registrations as the Representative requests in writing not later than the second business day prior to the UnderwritersClosing Date, against payment unless upon the request of the purchase price therefor in Federal (same day) Funds by wire transfer Representative, delivery is to an account at be made through the bank specified by the Partnership at least two business days before the Initial Delivery Date. The Partnership will cause its transfer agent to deposit the Firm Securities pursuant to the Full Fast Delivery Program facilities of the DTC. It is understood that the Underwriters propose to offer the Securities to the public upon the terms and conditions set forth in the Disclosure Package and the Prospectus.Depository Trust

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $24.2125 per Series B A Preferred Unit, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto and (b) the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, any additional number of Option Securities that such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Securities will be in book-entry form through the facilities of The Depository Trust Company, New York, New York (“DTC”). Delivery of the documents required by Section 6 hereof with respect to the Securities shall be made available at or prior to 9:00 a.m. Houston time on June April 17, 2014 at the offices of Xxxxxxx Xxxxx LLP, 000 Xxxxxx, Suite 4200, Houston, Texas 77002 or at such other place as may be agreed upon between the Representatives and the Partnership (the “Place of Closing”), or at such other time and date not later than five full business days thereafter as the Representatives and the Partnership may agree, such time and date of payment and delivery being herein called the “Initial Delivery Date.” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Securities to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership at least two business days before the Initial Delivery Date. The Partnership will cause its transfer agent to deposit the Firm Securities pursuant to the Full Fast Delivery Program of the DTC. It is understood that the Underwriters propose to offer the Securities to the public upon the terms and conditions set forth in the Disclosure Package and the Prospectus.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. (a) On the basis of the representations, warranties and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, (a) the Partnership Company agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnershippurchase, at a purchase price of $24.2125 per Series B Preferred Unit97% of the principal amount thereof, plus accrued interest, if any, from October 11, 2000 to the Closing Date (as defined below), the number principal amount of Firm Securities set forth opposite the name of such each Underwriter in Schedule I hereto and (b) the Partnership agrees hereof, subject to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, any additional number of Option Securities that such Underwriter may become obligated to purchase pursuant to adjustments in accordance with Section 3 9 hereof. Delivery The Securities will be convertible at the option of the holder into shares of Common Stock at the conversion price set forth in the Securities (the "Conversion Price"), which Conversion Price is subject to adjustment in certain events as provided in the Securities and the Indenture. A global security representing the Firm Securities will shall be registered in book-entry form through the facilities name of The the nominee of the Depository Trust CompanyCompany ("DTC"), New YorkCede & Co., credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the Closing Date, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate purchase price therefor by wire transfer in federal (same day) funds. Such payment and delivery are to be made at 10:00 A.M., New York (“DTC”). Delivery time, on the third business day after the date of the documents required by Section 6 hereof with respect to the Securities shall be made available at or prior to 9:00 a.m. Houston time on June 17, 2014 at the offices of Xxxxxxx Xxxxx LLP, 000 Xxxxxx, Suite 4200, Houston, Texas 77002 or at such other place as may be agreed upon between the Representatives and the Partnership (the “Place of Closing”)this Agreement, or at such other time and date not later than five full business days thereafter as the Representatives you and the Partnership may agreeCompany shall agree upon, such time and date of payment and delivery being herein called referred to as the “Initial Delivery "Closing Date.” Time shall " As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Securities to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership at least two business days before the Initial Delivery Date. The Partnership will cause its transfer agent to deposit the Firm Securities pursuant to the Full Fast Delivery Program of the DTC. It is understood that the Underwriters propose to offer the Securities to the public upon the terms and conditions set forth in the Disclosure Package and the Prospectusclosed.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $24.2125 23.808 per Series B Preferred Unitunit, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto and (b) the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, any additional number of Option Securities that such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Securities will be in book-entry form through the facilities of The Depository Trust Company, New York, New York (“DTC”). Delivery of the documents required by Section 6 hereof with respect to the Securities shall be made available at or prior to 9:00 a.m. Houston time on June 17November 15, 2014 2012 at the offices of Xxxxxxx Xxxxx LLP, 000 Xxxxxx, Suite 4200Xxxxx 0000, HoustonXxxxxxx, Texas 77002 Xxxxx 00000 or at such other place as may be agreed upon between the Representatives Representative and the Partnership (the “Place of Closing”), or at such other time and date not later than five full business days thereafter as the Representatives Representative and the Partnership may agree, such time and date of payment and delivery being herein called the “Initial Delivery Date.” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Securities to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership at least two business days before the Initial Delivery Date. The Partnership will cause its transfer agent to deposit the Firm Securities pursuant to the Full Fast Delivery Program of the DTC. It is understood that the Underwriters propose to offer the Securities to the public upon the terms and conditions set forth in the Disclosure Package and the Prospectus.

PURCHASE, SALE AND DELIVERY OF THE FIRM SECURITIES. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $24.2125 26.43 per Series B Preferred Unit, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto and (b) the Partnership agrees to sell to the Underwriters, and each such Underwriter agrees, severally and not jointly, to purchase from the Partnership, any additional number of Option Securities that such Underwriter may become obligated to purchase pursuant to Section 3 hereof. Delivery of the Firm Securities will be in book-entry form through the facilities of The Depository Trust Company, New York, New York (“DTC”). Delivery of the documents required by Section 6 hereof with respect to the Securities shall be made available at or prior to 9:00 a.m. Houston time on June 17October 8, 2014 at the offices of Xxxxxxx Xxxxx LLP, 000 Xxxxxx, Suite 4200Xxxxx 0000, HoustonXxxxxxx, Texas 77002 Xxxxx 00000 or at such other place as may be agreed upon between the Representatives and the Partnership (the “Place of Closing”), or at such other time and date not later than five full business days thereafter as the Representatives and the Partnership may agree, such time and date of payment and delivery being herein called the “Initial Delivery Date.” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of the Underwriters hereunder. The Partnership will deliver the Firm Securities to the Underwriters, against payment of the purchase price therefor in Federal (same day) Funds by wire transfer to an account at the bank specified by the Partnership at least two business days before the Initial Delivery Date. The Partnership will cause its transfer agent to deposit the Firm Securities pursuant to the Full Fast Delivery Program of the DTC. It is understood that the Underwriters propose to offer the Securities to the public upon the terms and conditions set forth in the Disclosure Package and the Prospectus.