Common use of Effective Date of Agreement; Termination Clause in Contracts

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc., make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex or the Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc., makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. UBS Securities LLC if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex or the Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & CompanyUBS Securities LLC, Inc. as a Representative, elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SharesNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. UBS Securities LLC if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. you or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(a)(xiv), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Managing Underwriters or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the Managing Underwriters’ judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, Agreement there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the Managing Underwriters’ judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) there shall have occurred any downgrading, or any notice or announcement shall have been given or made of any intended or potential downgrading in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. the Managing Underwriters or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company Company, the Attorneys-in-Fact of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(n), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Book-Runners or any group of Underwriters (which may include the Book-Runners) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations operation of the Company and the Subsidiaries Enable taken as a whole, which would, in the Book-Runners’ judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, Agreement there shall have occurred: (Ai) a suspension or material limitation (including the fixing of minimum or maximum prices) in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation (including the fixing of minimum or maximum prices) in trading in the Company’s securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the Book-Runners’ judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Company or Enable by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. the Book-Runners or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Representative of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(q), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Representatives, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package or the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and Company, the Subsidiaries taken as a whole, effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Representatives, Inc., so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (“NYSE”), the NYSE Amex American or the Nasdaq Stock Market Inc.Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the NYSENasdaq; (C) a general moratorium on commercial banking activities declared by either federal or federal, New York State or Cayman Islands authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SharesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company and the Selling Stockholder, by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyCompany and the Selling Stockholder. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, UBS Securities LLC or RBC Xxxx Xxxxxxxx Inc. if or any group of Underwriters (which may include UBS Securities LLC or RBC Xxxx Xxxxxxxx Inc.) which has agreed to purchase in the aggregate at least 50% of the Firm Shares (i) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Statements and Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (y) there has been any material adverse change and unfavorable change, financial or any development involving a prospective material adverse change otherwise (other than as referred to in the Registration Statements and Prospectus), in the business, prospects, properties, management, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC or RBC Xxxx Xxxxxxxx Inc. or in the judgment of the group of Underwriters, make it impracticable to market the Shares, or inadvisable to proceed with (z) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the public offering rating accorded any securities of or guaranteed by the delivery Company or any of the Shares on Subsidiaries by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, Act; or (ii) since the time of execution of this Agreement, if there shall have occurred: (A) is a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.; Inc. (B) "Nasdaq"), or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, or there is a suspension or material limitation in trading in the Company’s 's securities on the NYSE; or (Ciii) a general moratorium on commercial banking activities is declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (Div) an the outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; or (E) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc., UBS Securities LLC or RBC Xxxx Xxxxxxxx Inc. or in the judgment of the group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statements and the Prospectus. If Xxxxxxxxx & Company, Inc. you or any group of Underwriters elects to terminate this Agreement as provided in this Section 78. , the Company and the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company and/or the Selling Stockholder shall be unable to comply with any of the terms of this Agreement, neither the Company nor the Selling Stockholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv)5. (c) , 5 6. and 9 10. hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholder under this Agreement (except to the extent provided in Section 10 10. hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Underwriter, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Pre-Pricing Prospectus and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Underwriter, Inc., so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, Pre-Pricing Prospectus and the Prospectus or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Underwriter, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Pre-Pricing Prospectus and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. the Underwriter elects to terminate this Agreement as provided in this Section 710, the Company and each other Underwriter the Selling Stockholders shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company or any Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv)7 and 12 hereof) and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 7, 5 8 and 9 12 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 10 12 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company and the Selling Stockholder, by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyCompany and the Selling Stockholder. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. if UBS Securities LLC or RBC Capital Markets Corporation or any group of Underwriters (which may include UBS Securities LLC or RBC Capital Markets Corporation) which has agreed to purchase in the aggregate at least 50% of the Firm Shares (i) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Statements and Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (y) there has been any material adverse change and unfavorable change, financial or any development involving a prospective material adverse change otherwise (other than as referred to in the Registration Statements and Prospectus), in the business, prospects, properties, management, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC or RBC Capital Markets Corporation or in the judgment of the group of Underwriters, make it impracticable to market the Shares, or inadvisable to proceed with (z) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the public offering rating accorded any securities of or guaranteed by the delivery Company or any of the Shares on Subsidiaries by any “nationally recognized statistical rating organization”, as that term is defined in Rule 436(g)(2) under the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, Act; or (ii) since the time of execution of this Agreement, if there shall have occurred: (A) is a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.; Inc. (B) “Nasdaq”), or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, or there is a suspension or material limitation in trading in the Company’s securities on the NYSE; or (Ciii) if a general moratorium on commercial banking activities is declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (Div) if there shall have been an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; or (E) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc., UBS Securities LLC or RBC Capital Markets Corporation or in the judgment of the group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statements and the Prospectus. If Xxxxxxxxx & Company, Inc. you or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company and the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company and/or the Selling Stockholder shall be unable to comply with any of the terms of this Agreement, neither the Company nor the Selling Stockholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(c), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholder under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS and DBSI or any group of Underwriters (which may include UBS or DBSI) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, prospects, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a wholeCompany, which would, in the judgment of Xxxxxxxxx & Company, Inc.UBS and DBSI or in the judgment of such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSENasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the judgment of Xxxxxxxxx & Company, Inc., UBS and DBSI or in the judgment of such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. UBS and DBSI or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companyyou or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least fifty percent (50%) of the Firm Shares, Inc. if (i) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Statement and Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change change, or any development involving a prospective material adverse change (other than as specifically identified in the Registration Statement and Prospectus) in the business, prospects, properties, management, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the ProspectusShares, or (ii) since if, at any time prior to the time of execution purchase or, with respect to the purchase of this Agreementany Additional Shares, there shall have occurred: (A) a suspension or material limitation in the additional time of purchase, as the case may be, trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock National Market Inc.; (B) a suspension shall have been suspended or material limitation in trading in the Company’s securities limitations or minimum prices shall have been established on the NYSE; New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, or (Ciii) if a general banking moratorium on commercial banking activities shall have been declared either by either federal the United States or New York State authorities authorities, or a material disruption in commercial banking or securities settlement or clearance services in (iv) if the United States; (D) an States shall have declared war to accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or acts other national or international calamity or crisis of terrorism involving such magnitude in its effect on the financial markets of the United States as, in your judgment or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Companysuch group of Underwriters, Inc., makes to make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the ProspectusShares. If Xxxxxxxxx & Company, Inc. you or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyXxxxx Xxxxxxx or any group of Underwriters (which may include Xxxxx Xxxxxxx) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in Xxxxx Xxxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in Xxxxx Xxxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. Xxxxx Xxxxxxx or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyCitigroup, Inc. Lxxxxx or any group of Underwriters (which may include Citigroup or Lxxxxx) which has agreed to purchase in the aggregate at least 50% of the Firm Units, if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyFinal Prospectus, there has been any material adverse change and unfavorable change, financial or any development involving a prospective material adverse change otherwise, in the operations, business, properties, management, financial condition or results of operations prospects of the Company Partnership and the Subsidiaries Operating Partnership taken as a whole, which would, in Citigroup’s judgment, Lxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Units on the terms and or in the manner contemplated in the Registration Statement, any Disclosure Package or the Final Prospectus, or (y) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Partnership or the Operating Partnership by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act or, (z) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ National Market; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E)v) above in Citigroup’s judgment, Lxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Final Prospectus. If Xxxxxxxxx & CompanyCitigroup, Inc. Lxxxxx or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the SharesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this FERRELLGAS PARTNERS, L.P. UNDERWRITING AGREEMENT Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(j), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyX.X. Xxxxxx, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & CompanyX.X. Xxxxxx, Inc., so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, Prospectus or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex MKT or the Nasdaq Stock Market Inc.NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.X.X. Xxxxxx, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus. If Xxxxxxxxx & Company, Inc. X.X. Xxxxxx elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(l), 5 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companyyou or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (i) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Statement and Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change and unfavorable change, financial or any development involving a prospective material adverse change otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, properties, management, financial condition or results of operations prospects of the Company and the Subsidiaries Subsidiary taken as a whole, which would, in your judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration StatementShares, any Disclosure Package or the Prospectus, or (ii) since if, at any time prior to the time of execution purchase or, with respect to the purchase of this Agreementany Additional Shares, there shall have occurred: (A) a suspension or material limitation in the additional time of purchase, as the case may be, trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock National Market Inc.; (B) a suspension shall have been suspended or material limitation in trading in the Company’s securities limitations or minimum prices shall have been established on the NYSE; (C) New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, or if a general banking moratorium on commercial banking activities shall have been declared either by either federal the United States or New York State authorities authorities, or a material disruption in commercial banking or securities settlement or clearance services in if the United States; (D) an States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or acts other national or international calamity or crisis of terrorism involving such magnitude in its effect on the financial markets of the United States as, in your judgment or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Companysuch group of Underwriters, Inc., makes to make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the ProspectusShares. If Xxxxxxxxx & Company, Inc. any Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Companyagreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Underwriter, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Underwriter, Inc., so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares Securities on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex NASDAQ Global Market or the Nasdaq Stock Market Inc.NYSE Amex; (B) a suspension or material limitation in trading in the Company’s securities on the NYSENYSE Amex; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Underwriter, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares Securities on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus. If Xxxxxxxxx & Company, Inc. the Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the SharesSecurities, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(S), 5 and 9 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Joint Lead Underwriters or any group of Underwriters (which may include the Joint Lead Underwriters) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a wholeCompany, which would, in the judgment of Xxxxxxxxx & Company, Inc.the Joint Lead Underwriters or of such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the judgment of Xxxxxxxxx & Company, Inc., the Joint Lead Underwriters or of such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. the Joint Lead Underwriters or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyCanaccord Genuity Inc., Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing the Disclosure Package or the Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries its Subsidiaries, taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Company, Canaccord Genuity Inc., so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex NASDAQ or the Nasdaq New York Stock Market Inc.Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Canaccord Genuity Inc., makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus. If Xxxxxxxxx & Company, Canaccord Genuity Inc. elects to terminate this Agreement as provided in this Section 79, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company or any Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(l), 5 7 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion if subsequent to the execution and delivery of Xxxxxxxxx & Companythis Agreement, Inc. if there shall have occurred: (i) since any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in your sole judgment, be likely to prejudice materially the time success of execution the proposed issue, sale or distribution of this Agreement the Shares, whether in the primary market or in respect of dealings in the secondary market; (ii) any suspension or material limitation of trading in securities generally on the New York Stock Exchange or the earlier respective dates as of which information is given in the Registration StatementNasdaq National Market, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective setting of minimum prices for trading on the New York Stock Exchange or the Nasdaq National Market, or any suspension or material adverse change in the business, properties, management, financial condition or results limitation of operations trading of any securities of the Company and on any exchange, the Subsidiaries taken as a wholeNasdaq National Market or in the over-the-counter market; (iii) any banking moratorium declared by U.S. Federal or New York authorities; (iv) any major disruption in commercial banking or settlements of securities or clearance services in the United States; or (v) any attack on, which wouldor outbreak or escalation of hostilities or act of terrorism involving, the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in your sole judgment, the judgment effect of Xxxxxxxxx & Companyany such attack, Inc.outbreak, make escalation, act, declaration, calamity or emergency makes it impracticable or inadvisable to proceed with completion of the public offering or the delivery sale of and payment for the Shares on the terms and in the manner contemplated in by the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex or the Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc., makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms Statement and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. elects you elect to terminate this Agreement as provided in this Section 76, you shall notify the Company and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv3(m), 5 4 and 9 8 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 8 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters each Placement Agent hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. such Placement Agent if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Statement and the Prospectus, and except as set forth in or contemplated by the Prospectus and the Permitted Free Writing Prospectuses, if any, Registration Statement there has been any material adverse change or any development involving that would reasonably be expected to have a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.such Placement Agent's judgment, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSEAmerican Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the such Placement Agent's judgment of Xxxxxxxxx & Company, Inc., makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. a Placement Agent elects to terminate this Agreement with respect to such Placement Agent as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters Placement Agents for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(m), 5 and 9 8 hereof), and the Underwriters Placement Agents shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Representative, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing each Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Representative, Inc., so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Pre-Pricing Prospectuses, and the Prospectus, or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.Market; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Representative, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or each Pre-Pricing Prospectus, and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. the Representative elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(l), 5 6 and 9 hereof10 hereunder), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in UBS' judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSE29 NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS' judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus. If Xxxxxxxxx & Company, Inc. UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(n), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been occurred or become known any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in UBS' judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS' judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS, Inc. or of any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in UBS's judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSENasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS's judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus. If Xxxxxxxxx & Company, Inc. UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of XX Xxxxxxxxx & Companyor any group of Underwriters (which may include XX Xxxxxxxxx) that has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Subsidiary taken as a whole, which that would, in XX Xxxxxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in XX Xxxxxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus. If XX Xxxxxxxxx & Company, Inc. or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. the Representatives if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.the Representatives, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex or the Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc.the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SharesNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to the Registration Statement or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS Securities LLC, Inc. or of any group of Underwriters (which may include UBS Securities LLC) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, prospects, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in UBS Securities LLC’s judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSEAmerican Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’s judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus. If Xxxxxxxxx & Company, Inc. you or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter, telegram or telecopy. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS and Deutsche Bank or any group of Underwriters (which may include UBS and Deutsche Bank) that has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which whole that would, in the judgment of Xxxxxxxxx & Company, Inc.UBS and Deutsche Bank or in the judgment of such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; war or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), in the judgment of Xxxxxxxxx & Company, Inc., UBS and Deutsche Bank or in the judgment of such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. UBS and Deutsche Bank or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholder, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(n), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430C under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Securities Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430C under the Securities Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyLadenburg or any group of Underwriters (which may include Ladenburg) which has agreed to purchase in the aggregate at least 50% of the Initial Securities, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Adviser taken as a whole, which would, in Ladenburg’s judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Securities on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex New York Stock Exchange or the The Nasdaq Stock Market Inc.Global Select Market; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSEThe Nasdaq Global Select Market; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war, the effect of which on the United States or international financial markets is such as to make it, in the judgment of Ladenburg, impracticable to market Securities or enforce contracts for the sale of the Securities; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in Ladenburg’s judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters which has agreed to purchase in the aggregate at least 50% of the Initial Securities makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Securities on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus. If Xxxxxxxxx & Company, Inc. Ladenburg or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SharesSecurities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Company, the Adviser or the Administrator under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm ADSs, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in UBS' judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Offered ADSs on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS' judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Offered ADSs on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company Company, the Selling Shareholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SharesOffered ADSs, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Shareholders shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement and the Selling Shareholders shall, jointly and severally, reimburse the Underwriters for all out-of-pocket expenses (except to including fees and disbursements of counsel) reasonably incurred by them in connection with the extent provided in Sections 4(a)(xiv), 5 and 9 hereof)offering of the Offered ADSs, and the Underwriters shall be under no obligation or liability to the Company or the Selling Shareholders under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Underwriter, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the any Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.Underwriter’s judgment, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Prospectus and the Disclosure Package or the ProspectusPackage, or (iiy) since the time of execution of this Agreement, Agreement there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the Underwriter’s judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriter makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration StatementDisclosure Package, or (z) there shall have occurred any Disclosure Package downgrading, or any notice or announcement shall have been given or made of any intended or potential downgrading in the Prospectusrating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. the Underwriter elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter the Attorneys-in-Fact of the Selling Stockholders shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(m), 5 6 and 9 10 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. LLC if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.LLC, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex MKT or the Nasdaq NASDAQ Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc.LLC, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. LLC elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statements, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the earlier of the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statements and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in UBS' judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statements and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSENasdaq National Market; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or the authorities of Bermuda or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Bermuda; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Bermuda or a declaration by the United States or Bermuda of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or Bermuda or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS' judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statements and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Representatives, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Representatives, Inc., so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, Prospectus or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.Global Market; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the 0000 Xxx. If Xxxxxxxxx & Company, Inc. elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 4(l) hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS and Credit Suisse, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & CompanyUBS and Credit Suisse, Inc., so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, Prospectus or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.UBS and Credit Suisse, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: any intended or potential downgrading, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. If Xxxxxxxxx & Company, Inc. elects UBS and Credit Suisse elect to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(j), 5 6, 10 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholders under this Agreement (except to the extent provided in Section 10 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS or any group of Underwriters (which may include UBS) that has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package or the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which whole that would, in the judgment of Xxxxxxxxx & Company, Inc.UBS or in the judgment of such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, Prospectus or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; war or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), in the judgment of Xxxxxxxxx & Company, Inc., UBS or in the judgment of such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholder, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(m), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companyyou or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (i) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Statement and Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company, the Selling Stockholder or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a wholeOther Selling Stockholder Subsidiary, which would, in your judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the ProspectusShares, or (ii) since if, at any time prior to the time of execution purchase or, with respect to the purchase of this Agreementany Additional Shares, there shall have occurred: (A) a suspension or material limitation in the additional time of purchase, as the case may be, trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock National Market Inc.; (B) a suspension shall have been suspended or material limitation in trading in the Company’s securities limitations or minimum prices shall have been established on the NYSE; (C) New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, or if a general banking moratorium on commercial banking activities shall have been declared either by either federal the United States or New York State authorities authorities, or a material disruption in commercial banking or securities settlement or clearance services in if the United States; (D) an States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or acts other national or international calamity or crisis of terrorism involving such magnitude in its effect on the financial markets of the United States as, in your judgment or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Companysuch group of Underwriters, Inc., makes to make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the ProspectusShares. If Xxxxxxxxx & Company, Inc. elects any Underwriters elect to terminate this Agreement as provided in this Section 7, the Company Company, the Selling Stockholder and each other Underwriter shall be notified promptly in writingby letter or telegram from such terminating Underwriters. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(ii)(d), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholder under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS and Lxxxxx or any group of Underwriters (which may include UBS and Lxxxxx) that has agreed to purchase in the aggregate at least 50% of the Firm Units, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing ProspectusPreliminary Prospect, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Partnership Entities taken as a whole, which whole that would, in UBS and Lxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Preliminary Prospect, the Prospectus and any Permitted Free Writing Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.Nasdaq; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on the [NYSE/Nasdaq]; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS and Lxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package Preliminary Prospect, the Prospectus and any Permitted Free Writing Prospectus, or (z) since the Prospectustime of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by any Regency Party by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & CompanyUBS, Inc. Lxxxxx or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SharesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyJefferies, Inc. if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any the Prepricing Prospectus, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.Jefferies’ judgment, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex or the Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), ) in the Jefferies’ judgment of Xxxxxxxxx & Company, Inc., makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or and the Prospectus. If Xxxxxxxxx & Company, Inc. Jefferies elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Citigroup Global Markets Inc. if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Citigroup Global Markets Inc., make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex MKT or the Nasdaq NASDAQ Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Citigroup Global Markets Inc., makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Citigroup Global Markets Inc. elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyJefferies or any group of Underwriters (which may include Jefferies) which has agreed to purchase in the aggregate at least a majority of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in Jxxxxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in Jxxxxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. Jefferies or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS and Jefferies or any group of Underwriters (which may include UBS or Jefferies) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in UBS's and Xxxxxxxxx'x judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex New York Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSENew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS's and Xxxxxxxxx'x judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus. If Xxxxxxxxx & Company, Inc. UBS and Jefferies or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Shareholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Shareholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(n), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Shareholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Managing Underwriters, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Managing Underwriters, Inc., so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, Prospectus or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Managing Underwriters, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. elects the Managing Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS or any group of Underwriters (which may include UBS) that has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or condition, results of operations operation or prospects of the Company and the Subsidiaries taken as a whole, which would, in UBS’ judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, Agreement there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (a) any intended or potential downgrading or (b) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanySG Cowen or any group of Underwriters (which may include SG Cowen) thax xxx xxreed to purchase in the aggregate at least 50% of xxx Xxxm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in SG Cowen's judgment or in the judgment of Xxxxxxxxx & Companysuch group of Underwriters, Inc., make it impracticable xxxx xx xxpracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time date of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NYSENasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in SG Cowen's judgment or in the judgment of Xxxxxxxxx & Company, Inc., makes it impracticable such group of Underwriters mxxxx xx xxpracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. SG Cowen or any group of Underwriters elects to terminate this Agreement as provided Agreemexx xx xxovided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 5, 9, 12 and 9 13 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9, 12 and 13 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company and the Selling Stockholder, by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyCompany and the Selling Stockholder. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS Securities LLC or RBC Capital Markets Corporation, Inc. if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any the Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC or RBC Capital Markets Corporation, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC or RBC Capital Markets Corporation, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. you or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company and the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company and/or the Selling Stockholder shall be unable to comply with any of the terms of this Agreement, neither the Company nor the Selling Stockholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(c), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholder under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Underwriter, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and Company, the Subsidiaries taken as a whole, effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Underwriter, Inc., so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the ProspectusProspectus and the Permitted Free Writing Prospectuses, if any, or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex NASDAQ or the Nasdaq New York Stock Market Inc.Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Underwriter, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any Disclosure Package or (3) since the Prospectustime of execution of this Agreement, there shall have occurred any downgrading or any notice or announcement shall have been given or made of (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by a “nationally recognized statistical rating organization” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. the Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(m), 5 and 9 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company and the Selling Stockholder, by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyCompany and the Selling Stockholder. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS Securities LLC, Inc. if (i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of Xxxxxxxxx & Company, Inc.UBS Securities LLC, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. you or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company and the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company and/or the Selling Stockholder shall be unable to comply with any of the terms of this Agreement, neither the Company nor the Selling Stockholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv5(c), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholder under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: effective (i) upon if Rule 430A under the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement Act is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commencenot used, when you shall have received notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by notifying youRegistration Statement, or by you(ii) if Rule 430A under the Act is used, as representatives of when the Underwriters, by notifying the Companyparties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyXxxxx Xxxxxxx or any group of Underwriters (which may include Xxxxx Xxxxxxx) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, Inc. if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a wholeCompany, which would, in Xxxxx Xxxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in Xxxxx Xxxxxxx’x judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or Statement and the Prospectus, or (z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. Xxxxx Xxxxxxx or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Representative, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectusthe Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change change, in the condition, financial or otherwise, or in or affecting the earnings, business, properties, management, financial condition operations or results of operations prospects of the Company and the Subsidiaries its subsidiaries taken as a whole, including with respect to the Acquisition and the Significant Cumberland Entities and their subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in the Registration Statement (excluding the exhibits thereto), each Pre-Pricing Prospectus and the Prospectus (in each case, excluding any amendment or supplement thereto made after the date of this Agreement), the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Representative, Inc., so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Pre-Pricing Prospectus and the Prospectus and the Permitted Free-Writing Prospectus, if any, or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Representative, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free-Writing Prospectus, if any, or (3) since the time of execution of this Agreement, there shall have occurred any Disclosure Package downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the Prospectusrating accorded any securities of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company by notifying you, or by you, as representatives of the Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & CompanyUBS Securities LLC, Inc. or of any group of Underwriters (which may include UBS Securities LLC) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (ix) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any the Prepricing Prospectus, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, prospects, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in UBS Securities LLC’s judgment or in the judgment of Xxxxxxxxx & Company, Inc.such group of Underwriters, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, or (iiy) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NYSEAmerican Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’s judgment or in the judgment of Xxxxxxxxx & Company, Inc., such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or and the Prospectus. If Xxxxxxxxx & Company, Inc. you or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter, telegram or telecopy. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by effective when the parties hereto; or (ii) if, at the time this Agreement is hereto have executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as delivered this Agreement shall have become effective, it may be terminated by notifying you, or by you, as representatives of the Underwriters, by notifying the CompanyAgreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Companythe Representatives, Inc. if (i1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which wouldchange or development is, in the sole judgment of Xxxxxxxxx & Companythe Representatives, Inc., so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, Prospectus or (ii2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE Amex or the Nasdaq Stock Market Inc.NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NYSENASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Xxxxxxxxx & Company, Inc.the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, any the Disclosure Package or and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Xxxxxxxxx & Company, Inc. elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective: (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the CommissionCommission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying youthe Underwriter, or by you, as representatives of the UnderwritersUnderwriter, by notifying the Company. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. if the Underwriter (i) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Statement and Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (y) there has been any material adverse change and unfavorable change, financial or any development involving a prospective material adverse change otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, prospects, properties, management, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of Xxxxxxxxx & Company, Inc.the Underwriter, make it impracticable to market the Notes, or inadvisable to proceed with (z) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the public offering rating accorded any securities of or guaranteed by the delivery Company or any of the Shares on Subsidiaries by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus, Act; or (ii) since the time of execution of this Agreement, if there shall have occurred: (A) is a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the "NYSE"), the NYSE Amex American Stock Exchange or the Nasdaq Stock Market Inc.; Inc. (B) "Nasdaq"), or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, or there is a suspension or material limitation in trading in the Company’s 's securities on the NYSE; or (Ciii) if there is a failure, refusal or inability to perform by the Company in any material respect any agreement on its part to be performed hereunder when and as required; or (iv) if there is a failure by the Company to fulfill pursuant to Section 6 any other condition to the obligations of the Underwriter hereunder when and as required; or (v) a general moratorium on commercial banking activities is declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (Dvi) an the outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; or (Evii) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Dvi) or (E), vii) in the judgment of Xxxxxxxxx & Company, Inc., the Underwriter makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. the Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter, telegram or telecopy. If the sale to the Underwriters Underwriter of the SharesNotes, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(a)(xiv)4, 5 and 9 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 8 hereof) or to one another hereunder).