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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferies, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferies, so material and adverse as to make it 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 Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferies, makes it 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 Prospectuses, if any, 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 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(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package or the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a wholeCompany, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNasdaq; (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 Jefferiesthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Offering on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such 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 Jefferies 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, 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(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 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferies, the Representatives if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of whole which change or development iswould, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (in each case excluding any amendments or supplements thereto made after the execution of this Agreement) or (2y) 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 American Stock Exchange NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 warwar (it being understood that, with respect to matters relating to the current conflicts in Afghanistan and Iraq occurring within Afghanistan and Iraq, respectively, this clause (iv) shall apply only to an escalation of hostilities or a declaration by the United States of a national emergency or a war which has not heretofore been declared); 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 sole judgment of Jefferies, the Representatives makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (in each case excluding any amendments or supplements thereto made after the execution of this Agreement) or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 Jefferies elects the Representatives elect 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(m)5, 5 6 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representative, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQNASDAQ Stock Market; (B) a suspension or material limitation in trading in the Company’s securities common stock on the NASDAQNYSE; (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 your sole judgment of Jefferiesjudgment, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Significant Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies 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 SharesSecurities, 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(m4(o), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Shares Offered Units on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it impractical or inadvisable to proceed with the public offering offering, sale or the delivery of the Shares Offered Units on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Partnership by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies elects the Representatives elect 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 SharesOffered Units, 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(m), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE MKT or the NASDAQNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNasdaq; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies 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, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of or prospects of the Company and the Subsidiaries Partnership Entities, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Shares Offering on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Issuer Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Issuer Free Writing Prospectuses, if any, 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 Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 78, 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 Crestwood Parties shall be unable to comply with any of the terms of this Agreement, the Company Crestwood Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership Entities under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to the closing of the several Underwriters hereunder shall be subject to termination in purchase of the absolute discretion of JefferiesFirm Shares (i) if there has been, if (1) since the time of execution of this Agreement or since the earlier respective dates as of which information is given in the Registration StatementProspectus (exclusive of any supplement thereto) or the Disclosure Package, any material adverse change in the Pre-Pricing Prospectuscondition, financial or otherwise, or in the Prospectus earnings, business affairs or business prospects of the Company and the Permitted Free Writing ProspectusesSubsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if any, there has been occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or any development involving a prospective change in the business, properties, managementnational or international political, financial condition or results economic conditions, in each of operations of the Company cases (i) and the Subsidiaries taken as a whole(ii), the effect of which change or development isis such as to make it, in the sole judgment of Jefferiesthe Underwriter, so material and adverse as to make it impractical impracticable or inadvisable to proceed with market the public offering Shares or to enforce contracts for the delivery sale 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 Prospectuses, if anyShares, or (2iii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in if trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE, the American Stock Exchange NYSE Amex Equities or the NASDAQ; (B) a suspension NYSE or material limitation in trading in the Company’s securities on Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the NASDAQ; Commission, FINRA or any other governmental authority, or (Civ) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption has occurred 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 Jefferies, makes it 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 Prospectuses, if any, or (3v) since the time of execution of this Agreement, there shall have occurred any downgrading, if a banking moratorium has been declared by either federal 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 ActNew York authorities. If Jefferies 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(m4(l), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Preliminary Prospectuses and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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, the Pre-Pricing Prospectus, the Prospectus Preliminary Prospectuses and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange AMEX or the NASDAQNASDAQ Global Market; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQAMEX; (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 JefferiesUBS, makes it 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, the Pre-Pricing Prospectus, Preliminary Prospectuses and the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies UBS 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 SharesSecurities, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferies, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Subsidiary taken as a whole, the effect of which change or development is, in the sole judgment of Jefferies, so material and adverse as to make it 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, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE MKT or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferies, makes it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, 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 the Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the 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 sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 the Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Disclosure Package, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been been, in the sole judgment of the Representatives, any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing ProspectusProspectuses, the Disclosure Package, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQ; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing ProspectusProspectuses, the Disclosure Package, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Partnership or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies elects the Representatives elect 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(m), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQNASDAQ Stock Market; (B) a suspension or material limitation in trading in the Company’s securities common stock on the NASDAQNYSE; (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 your sole judgment of Jefferiesjudgment, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Significant Subsidiary by any “nationally recognized statistical rating organization,” ”, as that term is defined used in Rule 436(g)(215c3-1(c)(2)(vi)(F) under the Exchange Act. If Jefferies 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 SharesSecurities, 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(m4(o), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing any Preliminary Prospectus, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Partnership Entities, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing any Preliminary Prospectus, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing any Preliminary Prospectus, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, 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 Partnership or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies elects the Representatives elect 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(m4(k), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, prospects, management, financial condition or results of operations of the Company and the Subsidiaries its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2ii) 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 American Stock Exchange or the NASDAQNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNasdaq; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the Representatives elect 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 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(m5(l), 5 7 and 9 11 hereof), the Manager shall not be under any obligation or liability under this Agreement and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of or prospects of the Company and the Subsidiaries Partnership Entities, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQNYSE Arca; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQNYSE Arca; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Partnership or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 78, 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 Quicksilver Parties shall be unable to comply with any of the terms of this Agreement, the Company Quicksilver Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership Entities under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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 ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it 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 ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies 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, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in UBS’s judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the 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’s judgment or in the sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 Jefferies 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesStifel, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a wholeCompany, the effect of which change or development is, in the sole judgment of JefferiesStifel, so material and adverse as to make it 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, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 JefferiesStifel, makes it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, 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 Jefferies Stifel 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 Section 4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS and Bear Xxxxxxx or any group of Underwriters (which may include UBS and Bear Xxxxxxx) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Preliminary 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 New ARI, Old ARI and the Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS' and Bear Xxxxxxx' judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Preliminary Prospectus, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQNasdaq; (Bii) a suspension or material limitation in trading in the Company’s New ARI's securities on the NASDAQNasdaq; (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 Bear Xxxxxxx' judgment or in the sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Preliminary Prospectus, the Prospectus and the any Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, Prospectus. If UBS and Bear Xxxxxxx 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 group 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 Jefferies Underwriters elects to terminate this Agreement as provided in this Section 7, the Company New ARI 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 New ARI or Old ARI shall be unable to comply with any of the terms of this Agreement, the Company New ARI or Old ARI shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company New ARI and Old ARI under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of or prospects of the Company and the Subsidiaries Eagle Rock Entities, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQ; (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 JefferiesUBS, makes it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Partnership or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 78, 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 Eagle Rock Parties shall be unable to comply with any of the terms of this Agreement, the Company Eagle Rock Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Eagle Rock Entities under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the any Pre-Pricing Prospectus, the Prospectus and the or any Permitted Free Free-Writing ProspectusesProspectus, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the any Pre-Pricing Prospectus, the Prospectus and the or any Permitted Free Free-Writing ProspectusesProspectus, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferiesthe Representatives, makes it impractical 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, the any Pre-Pricing Prospectus, the Prospectus and the or any Permitted Free Free-Writing ProspectusesProspectus, if any, 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 of its subsidiaries by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferies[INSERT NAME OF LEAD UNDERWRITER], if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, Prospectus 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 change or development iswould, in the sole judgment of Jefferies[INSERT NAME OF LEAD UNDERWRITER], so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if anyProspectus, or (2b) 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 American Stock Exchange or the NASDAQNasdaq; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNasdaq; (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 (Ev), in the sole judgment of Jefferies[INSERT NAME OF LEAD UNDERWRITER], makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (3c) 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: (Ai) any intended or potential downgrading or (Bii) 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 Jefferies [INSERT NAME OF LEAD 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 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesany of the Joint Book-Running Managers or any group of Underwriters (which may include any of the Joint Book-Running Managers) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in any of the sole Joint Book-Running Managers’ judgment or in the judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American New York Stock Exchange or the NASDAQThe Nasdaq Stock Market; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQThe Nasdaq Global 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 the Joint Book-Running Managers, impracticable to market Shares or enforce contracts for the sale of the Shares; 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 any of the Joint Book-Running Managers’ judgment or in the sole judgment of Jefferies, such group of Underwriters which has agreed to purchase in the aggregate at least 50% of the Firm Shares makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, or (3) since Prospectus. If any of the time of execution of this Agreement, there shall have occurred any downgrading, Joint Book-Running Managers 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 group 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 Jefferies 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(m), 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Managing Underwriters, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Managing Underwriters, so material and adverse as to make it 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 ProspectusPreliminary Final Prospectuses, the Prospectus Prospectuses and the Permitted Free Writing Prospectuses, if any, or (2) 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 NYSETSX, the Nasdaq, New York Stock Exchange, or American Stock Exchange or the NASDAQExchange; (B) a suspension or material limitation in trading in the Company’s or the Parent’s securities on the NASDAQTSX or Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal U.S. federal, Canadian provincial or federal, or New York State state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (E) any other national or international calamity or crisis or any material adverse change in the financial, political or economic conditions in the United States States, Canada or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Jefferiesthe Managing Underwriters, makes it 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 ProspectusPreliminary Final Prospectuses, the Prospectus Prospectuses and the Permitted Free Writing Prospectuses, if any, 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 Jefferies elects the Managing Underwriters elect to terminate this Agreement as provided in this Section 79, the Company Company, the Parent 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 Parent, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Parent shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Parent under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, prospects, management, financial condition or results of operations of the Company and the Subsidiaries its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2ii) 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 American Stock Exchange or the NASDAQNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNasdaq; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the Representatives elect 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 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(mSection 5(t), 5 7 and 9 11 hereof), ) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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 its Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of JefferiesUBS’s judgment, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the 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 the sole UBS’s judgment of Jefferies, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 Jefferies UBS 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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 ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS, makes it 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 ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS elects 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, 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(m)7, 5 8 and 9 12 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 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives by notice given to and received by the Partnership, prior to delivery of and payment for the Firm Units, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Partnership Entities taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering of the Units or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities Common Units on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering of the Units or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, 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 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 Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Exchange Act. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership Parties 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(m4(l), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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 taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQNasdaq; (Bii) a suspension or material limitation in trading in the CompanyNew FreightCar America’s securities on the NASDAQNasdaq; (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 sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement 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 Jefferies UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7Xxxxxxx 00, Xxx XxxxxxxXxx Xxxxxxx, the Company 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, Agreement or if such sale is not carried out because New FreightCar America or the Company Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, New FreightCar America or the Company 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(m6(n), 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to New FreightCar America and the Company Selling Stockholders under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Company and the Subsidiaries taken as a wholeany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the each Permitted Free Writing ProspectusesProspectus, if any, or (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQNYSE; (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 and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of Jefferiesthe Representatives, makes it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Shares Units on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the each Permitted Free Writing Prospectuses, if anyProspectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company or any Subsidiary Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If Jefferies elects the Representatives elect 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 Entities shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package or the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a wholeCompany, the effect of which change or development is, in the sole judgment of Jefferiesthe Representative, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNasdaq; (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 Jefferiesthe Representative, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Offering on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such 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 Jefferies 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 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 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(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 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof shall also remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Preliminary Prospectuses and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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, the Pre-Pricing Prospectus, the Prospectus Preliminary Prospectuses and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQAmex; (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 JefferiesUBS, makes it 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, the Pre-Pricing Prospectus, the Prospectus Preliminary Prospectuses and the Permitted Free Writing ProspectusesProspectus, if any, 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 Jefferies UBS 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 SharesSecurities, 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(m4(i), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Holdings and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s Holdings’ securities on the NASDAQ; (C) a general moratorium on commercial banking activities declared by either U.S. 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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 Holdings or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) registered under Section 15E of the Exchange Act. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 710, the Company Holdings, each 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 Holdings or any Selling Stockholder, as the Company case may be, shall be unable to comply with any of the terms of this Agreement, Holdings and the Company Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company Holdings or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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 taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities by the Commission or on the 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 States, the Republic of India or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, Prospectus. If UBS 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 group 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 Jefferies Underwriters elects to terminate this Agreement as provided in this Section 711, 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, 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(m)7, 5 8 and 9 13 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 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Company and the Subsidiaries taken as a wholeany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the each Permitted Free Writing ProspectusesProspectus, if any, or (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyWES’s securities on the NASDAQNYSE; (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 and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of Jefferiesthe Representatives, makes it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the each Permitted Free Writing Prospectuses, if anyProspectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company or any Subsidiary Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If Jefferies elects the Representatives elect 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 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 Western Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives or any group of Underwriters (which shall include the Representatives) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in the sole Representatives’ judgment or in the judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNew 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 sole Representatives’ judgment or in the judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement 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 Jefferies the Representatives 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives or any group of Underwriters (which shall include the Representatives) which has agreed to purchase in the aggregate at least 50% of the Notes, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in the sole Representatives’ judgment or in the judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNew 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 sole Representatives’ judgment or in the judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement 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 Jefferies the Representatives 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 SharesNotes, 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(m5(m), 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, prospects, management, financial condition or results of operations of the Company and the Subsidiaries its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2ii) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the Representatives elect 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 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(m), 5 and 9 Section 11 hereof), the Manager shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 6(b) and 7 hereof) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferies, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferies, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE MKT or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferies, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Preliminary Prospectus, the Prospectus and the each Permitted Free Writing ProspectusesProspectus, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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 Preliminary Prospectus, the Prospectus and the each Permitted Free Writing ProspectusesProspectus, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS, makes it 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 Preliminary Prospectus, the Prospectus and the each Permitted Free Writing ProspectusesProspectus, if any, 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 Jefferies UBS elects 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, 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(m)7, 5 8 and 9 12 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 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The Prior to the purchase of the Firm Shares by the Underwriters on the Closing Date, the obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Disclosure Package or the Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, propertiesprospects, management, properties, operations, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries its Subsidiaries, or such change in general market conditions, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representative, so material and adverse as to make it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 NYSENYSE MKT, the American New York Stock Exchange or the NASDAQThe Nasdaq Stock Market; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE MKT; (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 Jefferiesthe Representative, makes it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the Representative elect to terminate this Agreement as provided in this Section 76, 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(m), 5 4(j) and 9 7 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in UBS' judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either U.S. 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 sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 Jefferies UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, 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, 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 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(m5(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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS and CIBC, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a wholeCompany, the effect of which change or development is, in the sole judgment of JefferiesUBS and CIBC, so material and adverse as to make it 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 ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS and CIBC, makes it 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 ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies elects UBS and CIBC 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, 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(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS and Xxxxx Fargo, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Subsidiary taken as a whole, the effect of which change or development is, in the sole judgment of JefferiesUBS and Xxxxx Fargo, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE MKT or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS and Xxxxx Fargo, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, 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 the Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies elects UBS and Xxxxx Fargo 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, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the any Permitted Free Writing Prospectuses, if anyProspectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Company and the Subsidiaries taken as a wholeany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the each Permitted Free Writing ProspectusesProspectus, if any, or (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange NYSE or the NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQNYSE; (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 (Ev), in the sole judgment of Jefferiesthe Representatives, makes it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusDisclosure Package, the Prospectus and the each Permitted Free Writing Prospectuses, if anyProspectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company or any Subsidiary Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActSecurities Act as in effect on July 20, 2010. If Jefferies elects the Representatives elect 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 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 Western Gas Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, condition, financial condition or otherwise, or results of operations of the Company and the Subsidiaries taken as a wholeCompany, Xxxxxx, Xxxxxxxxx or Alexander the effect of which change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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 ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 involving the United States, an escalation of 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 JefferiesUBS, makes it 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 ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Company, Xxxxxx, Xxxxxxxxx or any Subsidiary Xxxxxxxxx by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies UBS elects to terminate this Agreement as provided in this Section 7, the Company Capital Parties and each other Underwriter shall be notified promptly in writingwriting pursuant to Section 11 hereof. 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 Capital Parties shall be unable to comply with any of the terms of this Agreement, each party shall bear its own costs and expenses relating to the Company transactions contemplated by this Agreement, the Capital Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesFBW, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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 or the Subsidiaries taken as a wholeAdviser, the effect of which change or development iswould, in the sole judgment of JefferiesFBW’s judgment, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQThe Nasdaq National Market; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQThe Nasdaq National 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; 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 sole FBW’s judgment of Jefferies, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies FBW 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(m), 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusBasic Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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 ProspectusBasic Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 JefferiesUBS, makes it 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 ProspectusBasic Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 of its subsidiaries by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) of the Exchange Act, and no such organization shall have publicly announced that it has under the Actsurveillance or review, or has changed its outlook with respect to, its rating of such securities (other than an announcement with positive implications of a possible upgrading). If Jefferies 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 SharesSecurities, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Underwriter, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective change in the business, properties, management, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Underwriter, so material and adverse as to make it 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (2b) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the 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 (Ev), in the sole judgment of Jefferiesthe Underwriter, makes it 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies 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, 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(m), 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 9 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in UBS's judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the 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's judgment or in the sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 the Subsidiary by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If Jefferies 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesCanaccord Genuity Inc., if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesCanaccord Genuity Inc., so material and adverse as to make it 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 Prospectuses, if any, or (2) 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 American Stock Exchange NASDAQ or the NASDAQNew York Stock Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesCanaccord Genuity Inc., makes it 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 Prospectuses, if any, 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: (AY) any intended or potential downgrading or (BZ) 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 Jefferies Canaccord Genuity 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(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Disclosure Package or the Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, propertiesprospects, management, properties, operations, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries its Subsidiaries, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representative, so material and adverse as to make it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange NASDAQ or the NASDAQNew York Stock Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferiesthe Representative, makes it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies 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, 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(m), 5 5(k) 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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 Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 JefferiesUBS, makes it 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 Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS 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, 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(m4(n), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representative or any group of Underwriters (which may include the Representative) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective material adverse change in the business, propertiesfinancial condition, management, financial condition or results of operations or prospects of the Company and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of Jefferiesthe Representative or in the judgment of such group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNew 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 sole judgment of Jefferies, the Representative or in the judgment of such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 Jefferies the Representative, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Managing Underwriters, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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 taken as a whole, the effect of which change or development iswould, in the sole judgment of Jefferiesthe Managing Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the 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 the sole judgment of Jefferies, the Managing Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement 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 Jefferies elects the Managing Underwriters elect 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, 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(m5(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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in UBS' judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the NASDAQNYSE; (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 sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 Jefferies 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(m4(s), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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 ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s 's securities on the NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State Xxx Xxxx Xxxxx 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 JefferiesUBS, makes it 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 ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS elects 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, 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(m)7, 5 8 and 9 12 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 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesCanaccord Genuity Inc., if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesCanaccord Genuity Inc., so material and adverse as to make it 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 Prospectuses, if any, or (2) 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 American Stock Exchange NASDAQ or the NASDAQNew York Stock Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesCanaccord Genuity Inc., makes it 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 Prospectuses, if any, 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 Jefferies Canaccord Genuity 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(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 9 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 subsidiary by any “nationally recognized statistical rating organization,” as that term is defined used in Rule 436(g)(2) 15c3-1 under the Exchange Act. If Jefferies the Representatives 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 SharesSecurities, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 JefferiesUBS, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS 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 SharesSecurities, 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(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The Prior to the purchase of the Firm Shares by the Underwriters on the Closing Date, the obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Disclosure Package or the Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, propertiesprospects, management, properties, operations, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries its Subsidiaries, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange NASDAQ or the NASDAQNew York Stock Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferiesthe Representatives, makes it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 76, 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(m), 5 4(k) and 9 7 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Units, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyFinal Prospectus, there has been any change material adverse and unfavorable change, financial or any development involving a prospective 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, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyFinal Prospectus, or (2y) 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 American Stock Exchange or the NASDAQNASDAQ National Market; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQNYSE; (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 UBS’ judgment or in the sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, Final Prospectus. If UBS 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 group 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 Jefferies 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, 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(m4(j), 5 and 9 hereof), and the Underwriters shall be under no obligation or FERRELLGAS PARTNERS, L.P. UNDERWRITING AGREEMENT liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Managing Underwriters, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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 taken as a whole, the effect of which change or development iswould, in the sole judgment of Jefferiesthe Managing Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQNational Association of Securities Dealers Automated Quotation National Market System; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 sole judgment of Jefferies, the Managing Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement 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 Jefferies elects the Managing Underwriters elect 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, 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(m5(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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the your absolute discretion of Jefferiesdiscretion, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Statements and the Permitted Free Writing Prospectuses, if anyFinal Prospectus, there has been any change material adverse and unfavorable change, financial or any development involving a prospective 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, the effect of which change or development iswould, in the sole judgment of Jefferiesyour judgment, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statements and the Permitted Free Writing Prospectuses, if anyFinal Prospectus, or (2y) 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 American Stock Exchange or the NASDAQNASDAQ National Market; (Bii) a suspension or material limitation in trading in the Company’s Partnership's securities on the NASDAQNYSE; (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 the sole your judgment of Jefferies, makes make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statements and the Permitted Free Writing Prospectuses, if any, 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 ActFinal Prospectus. If Jefferies elects you elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter Selling Unitholder shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters Underwriter of the SharesUnits, 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 Partnership or the Selling Unitholders shall be unable to comply with any of the terms of this Agreement, the Company Partnership or the Selling Unitholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(j), 5 and 9 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company Partnership or the Selling Unitholders under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of or prospects of the Company and the Subsidiaries Partnership Entities, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Shares Offering on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Issuer Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Issuer Free Writing Prospectuses, if any, 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 Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 78, 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 Quicksilver Parties shall be unable to comply with any of the terms of this Agreement, the Company Quicksilver Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership Entities under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, 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 change or development iswould, in the sole judgment of JefferiesUBS, so material and adverse as to make it impractical 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS, makes it 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 ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesBNP, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesBNP, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 JefferiesBNP, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies BNP elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter and the Independent 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, 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(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesCanaccord Genuity Inc., if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesCanaccord Genuity Inc., so material and adverse as to make it 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 Prospectuses, if any, or (2) 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 American Stock Exchange NASDAQ or the NASDAQNew York Stock Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesCanaccord Genuity Inc., makes it 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 Prospectuses, if any, 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 Jefferies Canaccord Genuity 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(m4(l), 5 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in UBS' judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQNasdaq NMS; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (Cii) a general moratorium on commercial banking activities declared by either ei- ther federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Diii) 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 (Eiv) 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 (Diii) or (E), iv) in UBS' judgment or in the sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, Prospectus. If UBS 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 group 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 Jefferies 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 Agreement (other than due to a default in performance by the Underwriters) for 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(m5(s), 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesCitigroup or any group of Underwriters (which may include Citigroup) which has agreed to purchase in the aggregate at least 50% of the Firm Units, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyFinal Prospectus, there has been any change material adverse and unfavorable change, financial or any development involving a prospective 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, the effect of which change or development iswould, in Citigroup's judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Final Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2y) 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 American Stock Exchange or the NASDAQNASDAQ National Market; (Bii) a suspension or material limitation in trading in the Company’s Partnership's securities on the NASDAQNYSE; (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 or in the sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Final Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, . If Citigroup 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 group 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 Jefferies 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, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of Jefferies, if (1) since whether prior or subsequent to the time of execution of this Agreement or the earlier respective dates Agreement, except as of which information is given disclosed in the Registration Statement, the Pre-Pricing Prospectus, Basic Prospectuses and the Prospectus and (exclusive of any amendments or supplements thereto filed after the Permitted Free Writing Prospectuses, if anyexecution of this Agreement), there has been any change or any development involving a prospective 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 change or development is, in the sole good faith judgment of Jefferies, so material and adverse as to make it 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 ProspectusBasic Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferies, makes it 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 ProspectusBasic Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 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 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 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(m4(l), 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 9 8 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in UBS' judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQNASDAQ National Market System; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the 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 sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, Prospectus. If UBS 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 group 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 Jefferies 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus General Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Group Entities taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus General Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange or the NASDAQNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNasdaq; (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 Jefferiesthe Representatives, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus General Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 710, 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 any Selling Shareholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Shareholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Shareholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Lead Managers, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in the sole judgment of JefferiesLead Managers’ judgment, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the 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 the sole Lead Managers’ judgment of Jefferies, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 Jefferies elects the Lead Managers elect to terminate this Agreement as provided in this Section 710, 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 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(m)7, 5 8 and 9 12 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 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it impractical 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS, makes it impractical 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS elects to terminate this Agreement as provided in this Section 76(l), 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Shares IPO Securities on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE MKT or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Shares IPO Securities on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies UBS 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 SharesIPO Securities, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Placement Agent hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Placement Agent if, if (1) since at any time prior to the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferies, so material and adverse as to make it 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 Prospectuses, if any, or (2) since the time of execution of this Agreementpurchase, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQNASDAQ Global Market; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNASDAQ Global Market; (Ciii) a general moratorium on commercial banking activities declared by either federal or federal, New York State or Delaware 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 sole Placement Agent’s judgment of Jefferies, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 Jefferies elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingProspectus. 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(m), 5 and 9 8 hereof), ) and the Underwriters Placement Agent shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Placement Agent hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Placement Agent, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Placement Agent, so material and adverse as to make it 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, the Pre-Pricing Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferiesthe Placement Agent, makes it 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, the Pre-Pricing Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 the Subsidiaries by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If Jefferies the Placement Agent 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 SharesSecurities, as contemplated by this AgreementAgreement and the Subscription Agreements, is not carried out by the Underwriters for any reason permitted under this AgreementAgreement or the Subscription Agreements, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this AgreementAgreement or the Subscription Agreements, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 8 hereof), and the Underwriters Placement Agent shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesany of the Joint Book-Running Managers or any group of Underwriters (which may include any of the Joint Book-Running Managers) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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 Adviser taken as a whole, the effect of which change or development iswould, in any of the sole Joint Book-Running Managers’ judgment or in the judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQNasdaq National Market; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQThe Nasdaq National 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; 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 any of the Joint Book-Running Managers’ judgment or in the sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if any, or (3) since Prospectus. If any of the time of execution of this Agreement, there shall have occurred any downgrading, Joint Book-Running Managers 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 group 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 Jefferies 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(m), 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s 's securities on the NASDAQNYSE; (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 JefferiesUBS, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS 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, or if such sale is not carried out because the Company or Operating Partnership shall be unable to comply with any of the terms of this Agreement, the Company and the Operating Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(l), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Operating Partnership under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Underwriters, if (1x) 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, the Pre-Pricing 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, prospects, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of Jefferiesthe Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) since the time of the execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (Cii) a general moratorium on commercial banking activities declared by either federal or New York State United States authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Diii) 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 (Eiv) 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 (Diii) or (E), iv) in the sole judgment of Jefferies, the Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Disclosure Package or the Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, propertiesprospects, management, properties, operations, condition (financial condition or otherwise) or results of operations of the Company and the Subsidiaries its Subsidiaries, taken as a whole, the effect of which change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange NASDAQ or the NASDAQNew York Stock Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferiesthe Representatives, makes it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the Representatives elect to terminate this Agreement as provided in this Section 78, 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, 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(m), 5 5(k) and 9 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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 taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQNASDAQ National Market; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNASDAQ National 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; 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 sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement 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 Jefferies UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, 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, 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(m5(b), 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS and Deutsche Bank, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries Subsidiary taken as a whole, the effect of which change or development is, in the sole judgment of JefferiesUBS and Deutsche Bank, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS and Deutsche Bank, makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects UBS and Deutsche Bank 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, 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(m)7, 5 8 and 9 12 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 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute sole discretion of Jefferiesthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representative, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Shares and the Warrants on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQNasdaq, or the fixing of minimum or maximum prices for trading, or the requirement of maximum ranges for prices for securities by FINRA or by order of the Commission or any other government authority having jurisdiction; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNasdaq; (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 significant 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 Jefferiesthe Representative, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Shares and the Warrants on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, 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 Jefferies 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 SharesShares and the Warrants, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it 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 Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 JefferiesUBS, makes it 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 Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS 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(m4(p), ; 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 9 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 Jefferiesthe Representatives, makes it 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 Disclosure Package and the Permitted Free Writing Prospectuses, if any, 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 ActProspectus. If Jefferies elects the Representatives 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, 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 and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 19 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 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS and Deutsche Bank or any group of Underwriters (which may include UBS and Deutsche Bank) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change Material Adverse Change or any development involving a prospective material adverse change in the business, propertiesfinancial condition, management, financial condition or results of operations operations, stockholders' equity or properties of the Company and the Subsidiaries Subsidiaries, taken as a whole, the effect of which change or development iswould, in the sole judgment of JefferiesUBS and Deutsche Bank or in the judgment of such group of Underwriters, so material and adverse as to make it impractical 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, Statement and the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the 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 sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: (Ai) any intended or potential downgrading downgrading, or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the 21 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 Jefferies UBS and Deutsche Bank 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, 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(m5(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it impractical 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 JefferiesUBS, makes it impractical 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 Jefferies UBS 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(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, by notice to the Company, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Time of Sale Information and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective material adverse change in the business, propertiesfinancial condition, management, financial condition or results of operations or prospects of the Company and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Time of Sale Information and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the NASDAQNew 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 sole judgment of Jefferies, the Representatives makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Time of Sale Information and the Permitted Free Writing Prospectuses, if anyProspectus, or (3z) 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: of (Ai) any intended or potential downgrading or (Bii) 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 Jefferies elects the Representatives elect 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, 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(m5(k), 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute sole discretion of Jefferiesthe Representatives, if (1) since subsequent to the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus Disclosure Package and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective 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 change or development is, in the sole reasonable judgment of Jefferiesthe Representatives, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, Disclosure Package and the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a the suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange NYSE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQ; (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 StatesStates or Russia; (D) an outbreak or escalation of hostilities or significant acts of terrorism involving the United States or Russia or a declaration by the United States or Russia 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 States, Russia or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of Jefferiesyour judgment, makes it impractical impracticable or inadvisable to proceed with the public offering or sale of and payment for 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 Prospectuses, if anyShares, 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 publicly announced watch, surveillance or review or possible change that does not indicate an affirmation or improvement in the rating accorded any debt 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 Jefferies 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, 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2ii) 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 American Stock Exchange Exchange, the TASE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s 's securities on the NASDAQNASDAQ or TASE; (C) a general moratorium on commercial banking activities declared by either federal or United States federal, New York State or Israeli authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or in Israel; (D) an outbreak or escalation of hostilities or acts of terrorism involving Israel or the United States or a declaration by Israel or 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 Israel or the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of JefferiesUBS, makes it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (3iii) 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 Material Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under agency then providing a rating to the ActCompany or any Material Subsidiary. If Jefferies UBS 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(m)5, 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if anyProspectus, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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 ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if anyProspectus, or (2) 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 American Stock Exchange or the NASDAQNASDAQ Stock Market; (B) a suspension or material limitation in trading in the Company’s 's securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it 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 ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if anyProspectus, 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 Jefferies elects the Representatives elect 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(m5(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any (in the case of the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, exclusive of any amendment or supplement thereto), there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any (in the case of the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, exclusive of any amendment or supplement thereto), or (2) 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 American Stock Exchange LLC or the NASDAQNASDAQ Stock Market; (B) a suspension or material limitation in trading in the Company’s securities common stock on the NASDAQNYSE; (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 your sole judgment of Jefferiesjudgment, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any (in the case of the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, exclusive of any amendment or supplement thereto), 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: (Ai) any intended or potential downgrading or (Bii) 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 Significant Subsidiary by any “nationally recognized statistical rating organization,” ”, as that term is defined used in Rule 436(g)(215c3-1(c)(2)(vi)(F) under the Exchange Act. If Jefferies 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 SharesSecurities, 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(m1(o), 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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of JefferiesUBS, so material and adverse as to make it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2ii) 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 American Stock Exchange Exchange, the TASE or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s 's securities on the NASDAQNASDAQ or TASE; (C) a general moratorium on commercial banking activities declared by either federal or United States federal, New York State or Israeli authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or in Israel; (D) an outbreak or escalation of hostilities or acts of terrorism involving Israel or the United States or a declaration by Israel or 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 Israel or the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of JefferiesUBS, makes it impractical 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, the Pre-Pricing ProspectusPreliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (3iii) 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 Material Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under agency then providing a rating to the ActCompany or any Material Subsidiary. If Jefferies UBS elects to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Shareholder 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 Shareholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Shareholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Shareholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of JefferiesUBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing 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, the effect of which change or development iswould, in UBS' judgment or in the sole judgment of Jefferiessuch group of Underwriters, so material and adverse as to make it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if anyProspectus, or (2y) 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 American Stock Exchange or the NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the 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 sole judgment of Jefferies, such group of Underwriters makes it impractical 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, the Pre-Pricing Prospectus, the Prospectus Statement and the Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, Prospectus. If UBS 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 group 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 Jefferies 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(m4(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 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Underwriters, if (1) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing Preliminary Prospectus, the Prospectus and the Permitted Free Writing ProspectusesProspectus, if any, (1) there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Shares Offering ADSs on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange NASDAQ or the NASDAQBASE; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE or the BASE; (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 StatesStates or Argentina; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Argentina or a declaration by the United States or Argentina 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; or (F) if the United States or Argentina impose new exchange controls, if the effect of any such event specified in clause (D), (E) or (EF), in the sole judgment of Jefferiesthe Underwriters, is material and adverse and makes it impractical or inadvisable to proceed with the public offering or the delivery of the Shares Offering ADSs on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Preliminary Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 improvement, in the rating accorded to 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 Securities Act, (y) of greater than one notch or (x) that results, or would result, in such rating being below investment grade. If Jefferies elects the Underwriters elect to terminate this Agreement as provided in this Section 710, the Company and each other Underwriter and, the Selling Shareholder shall be notified promptly in writing. If the sale to the Underwriters of the SharesOffering 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 Shareholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Shareholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Shareholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Jefferiesthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective 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 change or development is, in the sole judgment of Jefferiesthe Representatives, so material and adverse as to make it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) 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 American Stock Exchange or the NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the NASDAQNYSE; (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 Jefferiesthe Representatives, makes it 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, the Pre-Pricing ProspectusProspectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, 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 subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) of the Exchange Act, and no such organization shall have publicly announced that it has under the Actsurveillance or review, or has changed its outlook with respect to, its rating of such securities (other than an announcement with positive implications of a possible upgrading). If Jefferies 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 SharesSecurities, 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(m4(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 9 hereof) or to one another hereunder.