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 by you at any time prior to the time of purchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representatives, to make it impracticable to market the Notes. If you elect to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein. If the sale to the Underwriters of the Notes, 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 and does not 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(k), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when at the parties hereto have executed and delivered this AgreementExecution Time. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the aggregate principal amount of the Securities, if, since the Execution Time or the respective dates as of which information is given in the Registration Statement and Final Prospectus, (y) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement (exclusive of any amendment thereof or supplement thereto filed after the Execution Time) and the Final Prospectus (exclusive of any amendment thereof or supplement thereto filed after the first filing of the Final Prospectus pursuant to the terms of Section 3(a) hereof)), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Securities, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time Time of purchasePurchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has shall have been a material disruption in securities of clearance and settlement or clearance services in the United Statessystems, or (vi) if the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesSecurities. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesSecurities, 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 and does not 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(k4(o), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when at the parties hereto have executed and delivered this AgreementExecution Time. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the aggregate principal amount of the Securities, if, since the Execution Time or the respective dates as of which information is given in the Registration Statement and Final Prospectus, (y) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement (exclusive of any amendment thereof or supplement thereto filed after the Execution Time) and the Final Prospectus (exclusive of any amendment thereof or supplement thereto filed after the first filing of the Final Prospectus pursuant to the terms of Section 3(a) hereof)), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Securities, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time Time of purchasePurchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has shall have been a material disruption in securities of clearance and settlement or clearance services in the United Statessystems, or (vi) if the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesSecurities. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesSecurities, 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 and does not 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(k4(o), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Final Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Final Prospectus at the time of execution of this Agreement), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time of purchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) purchase trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 8, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(m), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business or condition of the Trust and its subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Trust and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 Trust shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Trust shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(a)(xv), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Trust under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least fifty percent (50%) of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, or any development involving a prospective material adverse change (other than as specifically identified in the Registration Statement and Prospectus) in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries, taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if neither Rule 430A nor Rule 434 under the Act is used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if either Rule 430A or Rule 434 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 by you in your absolute discretion if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the on, or any material adverse change in, any financial markets of the United States asmarket which, in the each case, in your judgment of the Representatives, to make makes it impracticable to market the NotesShares. If you elect to terminate this Agreement as provided in this Section 89, the Company Company, the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by written notice transmitted by facsimile and confirmed by written notice sent by registered mail, return receipt requested. If the sale to the Underwriters of the NotesShares, 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 and does not comply with any of the terms of this Agreement, neither the Company nor the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent 23 22 provided in Sections 4(k6(b), 6 7 and 10 hereof11), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 hereof11) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon execution by the parties hereto have executed and delivered this AgreementUnderwriters. The obligations of the several Underwriters hereunder shall be subject to termination in your absolute discretion or the absolute discretion of any group of Underwriters (which may include you), which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus on the date of this Agreement), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (y) since the execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or (z) since the execution of this Agreement, if, at any time prior to the time Closing Date or, with respect to the purchase of purchaseany Additional Shares, if prior to such time (i) the Company Option Closing Date, as the case may be, trading in or quotation of any of the Company’s securities shall have failed, refused been suspended or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled limited by the Company pursuant to Section 7 is not fulfilled when and as required in any material respectCommission or by the NYSE or minimum prices with respect thereto shall have been established on the NYSE, (iii) or trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or States, New York State or California State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares on the terms and in the manner contemplated in the Registration Statement and the Prospectus. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or facsimile. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof, as applicable), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of Underwriters may terminate this Agreement, by notice to the several Underwriters hereunder shall be subject to termination by you Company, at any time at or prior to the time closing of purchase, if prior to such time the purchase of the Firm Shares (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company shall have failedand the Subsidiaries considered as one enterprise, refused whether or been unable to perform not arising in any material respect any agreement on its part to be performed under this Agreement when and as requiredthe ordinary course of business, or (ii) if there has 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 condition calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each of cases (i) and (ii), the effect of which is such as to make it, in the obligations judgment of the Underwriters under this Agreement Underwriters, impracticable or inadvisable to be fulfilled by market the Company pursuant Shares or to Section 7 is not fulfilled when and as required in any material respectenforce contracts for the sale of the Shares, or (iii) 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 New York Stock Exchange, NYSE Amex Equities or the American Stock Exchange NYSE or in the Nasdaq Global Market shall have has been suspended or limitations materially limited, or minimum or maximum prices shall for trading have been established on fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the New York Stock ExchangeCommission, the American Stock Exchange FINRA or the Nasdaq Global Marketany other governmental authority, or (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (viv) the United States shall have if a banking moratorium has been declared war in accordance with the constitutional processes by either federal or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representatives, to make it impracticable to market the NotesNew York authorities. If you the Underwriters elect to terminate this Agreement as provided in this Section 87, the Company shall be notified as provided for hereinpromptly in writing. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(l), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Stock Market Inc. ("Nasdaq") shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Marketor (iii) if, (iv) trading at any time prior to the time of purchase or, with respect to the purchase of any securities issued or guaranteed by Additional Shares, the Company shall have been suspended on any exchange or in any over-the-counter marketadditional time of purchase, (v) as the case may be, a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, authorities or (viiv) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, as the case may be, the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter, telegram or telecopy. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(l), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been any material adverse change, financial or otherwise (other than as described in the Registration Statement and the Prospectus), in the business, operations, prospects, properties, condition, or results of operation of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market NASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketNASDAQ, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon the later of the time on which each of the Dealer Managers shall have received notification of the effectiveness of the Registration Statement and the time which this Agreement shall have been executed by all of the parties hereto have executed and delivered this Agreementhereto. The obligations of the several Underwriters hereunder shall be subject to termination by you at At any time prior during the Offering, this Agreement may be terminated by the Lead Dealer Manager by giving notice as provided to the time of purchase, Company if prior to such time (i) the Company shall have failed, refused or been unable unable, at any applicable time during the Offering, to perform in any material respect any agreement act on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 Dealer Managers' obligations hereunder is not fulfilled when and as on the date on which such condition is required in any material respectto be fulfilled, (iii) trading in securities generally on the New York Stock ExchangeNasdaq National Market or in the over-the-counter market, or trading in any securities of the American Stock Exchange Company on any exchange or in the Nasdaq Global Market over-the-counter market, shall have been suspended or limitations or minimum prices shall have been established on any such exchanges or such market by the New York Stock ExchangeCommission, the American Stock Exchange by such exchange or the Nasdaq Global Marketby any other regulatory body or governmental authority having jurisdiction, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) a general banking moratorium shall have been declared either by federal or state authorities, (v) any outbreak or substantial escalation of major hostilities in which the United States is involved, any declaration of war by Congress or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other substantial national or international calamity or crisisemergency if, in each case in this clause the Lead Dealer Manager's judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to solicit exercises of the Rights, solicit purchases of the Preferred Shares or perform any other of the Dealer Managers' obligations hereunder or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of such magnitude in its effect international conditions on the financial markets of in the United States asshall be such) as to make it, in the judgment Lead Dealer Manager's judgment, inadvisable or impracticable to solicit exercise of the RepresentativesRights, to make it impracticable to market solicit purchases of the NotesPreferred Shares or perform any other of its obligations hereunder. If you elect to terminate Any termination of this Agreement as provided pursuant to this Section 14 shall be without liability on the part of the Company or any of the Dealer Managers, subject in all respects to Section 9 and Section 13 hereof. No termination of this Agreement pursuant to this Section 14 shall effect the Company's right to consummate the Rights Offering, subject in all respects to Section 8, Section 9 and Section 13 hereof. Any notice referred to above may be given at the Company address specified in Section 16 hereof in writing or by telecopy or telephone, and if by telecopy or telephone, shall be notified as provided for herein. If the sale to the Underwriters of the Notes, 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 and does not 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 immediately confirmed in Sections 4(k), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunderwriting.

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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, financial or otherwise (other than as specifically described in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, (ii) there shall have occurred any downgrading, or any notice shall have been given of (x) any intended or potential downgrading or (y) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or (iii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 and does not comply with any of the terms of this Agreement, the Company shall not be under any obligation or 22 liability under this Agreement (except to the extent provided in Sections 4(k4(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Units if, (x) since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus as of the date hereof), in the operations, business, condition or prospects of the TEPPCO Entities or their subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable or inadvisable to market the Units on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (y) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement in the rating accorded any notes of, or notes guaranteed by, the Partnership or any of its subsidiaries by you any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Securities Act or, (z) if, at any time prior to the time of purchase or additional time of purchase, if prior to such time as the case may be, there shall have occurred: (i) the Company shall have failed, refused a suspension or been unable to perform material limitation in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, American Stock Exchange or NASDAQ; (ii) a suspension or material limitation in trading in Common Units of the Partnership on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, ; (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (viii) a general moratorium on commercial banking moratorium shall have been activities declared either by the United States States, Texas or New York State authorities, or if there has been a material disruption in commercial banking or securities settlement or clearance services in the United States, or ; (viiv) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) acts of such magnitude in its effect on the financial markets of terrorism involving the United States asor the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable or inadvisable to market the NotesUnits on the terms and in the manner contemplated in the Registration Statement and the Prospectus. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Partnership and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesUnits, 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 any of the Company Partnership shall be unable to comply and does not 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(k4(m), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall ---------------------------------------- become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the ef- fectiveness 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market NASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketNASDAQ, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall ---------------------------------------- become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 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 10 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least fifty percent (50%) of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change (other than as specifically identified in the Registration Statement and Prospectus) in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiary taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 8, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k5(n), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, or condition of the Company which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Regixxxxxxxx 00 00 Xxxxxxxxx, xx (xx) xx 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the on, or any material adverse change in, any financial markets of the United States asmarket which, in each case, in your judgment, or in the judgment of the Representativessuch group of Underwriters, to make makes it impracticable to market the NotesShares. If you or any group of Underwriters elect to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(l), 6 5 and 10 hereof9), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder9). 8.

Effective Date of Agreement; Termination. This Agreement shall become effective when effective: (i) upon the execution and delivery hereof by the parties hereto have hereto; or (ii) if, at the time this Agreement is executed and delivered delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this AgreementAgreement shall have become effective, it may be terminated by the Company, by notifying you, or by you, as Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any of the Subsidiaries by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeExchange ("NYSE"), the American Stock Exchange or the Nasdaq Global Stock Market Inc. ("Nasdaq") shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Marketor (iii) if, (iv) trading at any time prior to the time of purchase or, with respect to the purchase of any securities issued or guaranteed by Additional Shares, the Company shall have been suspended on any exchange or in any over-the-counter marketadditional time of purchase, (v) as the case may be, a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in (iv) if, at any time prior to the United Statestime of purchase or, or (vi) with respect to the purchase of any Additional Shares, the additional time of purchase, as the case may be, the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter, telegram or telecopy. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k)4, 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and Prospectus), in the business properties, condition or results of operations of the Company which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your reasonable judgment or in the reasonable judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telecopy. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon execution and delivery of a counterpart hereof by each of the parties hereto have executed and delivered this Agreementhereto. The obligations of Initial Purchasers shall have the several Underwriters hereunder shall be subject right to termination by you terminate this Agreement at any time prior to the time Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers' part to the Company or any of purchasethe Guarantors if, if on or prior to such time date, (i) the Company or any of the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) the Company or any of the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part required to be performed on or prior to the Closing Date pursuant to the Offer, (iii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchasers hereunder as provided in Section 7 8 is not fulfilled when and as required in any material respect, (iiiiv) in the reasonable judgment of the Initial Purchasers, any material adverse change shall have occurred since the respective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole, other than as set forth in the Offering Memorandum, or (v) (A) trading in securities generally on the New York Stock Exchange, the American Stock Exchange Exchange, or the Nasdaq Global National Market shall have been suspended or limitations materially limited, or minimum or maximum prices for trading shall have been established established, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange such exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any such exchange or in any over-the-counter market, other regulatory body or governmental authority having jurisdiction; or (vB) a general banking moratorium shall have been declared either by federal or state authorities; or (C) there is an outbreak or escalation of armed hostilities involving the United States on or New York State authoritiesafter the date hereof, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) declaration by the United States of a national emergency or war, the effect of which shall have declared war be, in accordance the Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the constitutional processes offering or delivery of the Restricted Notes on the terms and in the manner contemplated in the Offering Memorandum; or (D) there shall have occurred such a material adverse change in the financial markets in the United States or any material outbreak or material escalation of hostilities or other national or international calamity or crisiscrisis or materially adverse change in general economic, in each case in this clause (vi) of such magnitude in its political or financial conditions having an effect on the U.S. financial markets of the United States such as, in the judgment Initial Purchasers' judgment, makes it inadvisable or impracticable to proceed with the delivery of the RepresentativesRestricted Notes as contemplated hereby. Any notice of termination pursuant to this Section 11 shall be by telephone or facsimile and, to make it impracticable to market the Notesin either case, confirmed in writing by letter. If you elect to terminate this Agreement as shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to clause (iv) of Section 11(b), in which case each party will be responsible for its own expenses), or if the sale of the Restricted Notes provided in this Section 8for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or comply with any provision hereof, the Company and the Guarantors shall reimburse the Initial Purchasers for all out-of-pocket expenses (including the reasonable fees and expenses of the Initial Purchasers' counsel), incurred by the Initial Purchasers in connection herewith. If on the Closing Date any one or more of the Initial Purchasers shall fail or refuse to purchase the Restricted Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the Restricted Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Restricted Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be notified obligated severally, in the proportion which the principal amount of the Restricted Notes set forth opposite its name in Schedule II bears to the aggregate principal amount of the Restricted Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as Banc of America Securities LLC. ("BAS") may specify, to purchase the Restricted Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided for hereinthat in no event shall the aggregate principal amount of the Restricted Notes which any Initial Purchaser has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of the Restricted Notes without the written consent of such Initial Purchaser. If on the sale Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Restricted Notes and the aggregate principal amount of the Restricted Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Restricted Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Underwriters Initial Purchasers and the Company for purchase of such the NotesRestricted Notes are not made within 48 hours after such default, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company. In any such sale is not carried out because the Company shall be unable to comply and case which does not comply with any of the terms result in termination of this Agreement, either BAS or the Company shall not have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum or any other documents or arrangements may be under any obligation or liability effected. Any action taken under this Agreement (except to the extent provided paragraph shall not relieve any defaulting Initial Purchaser from liability in Sections 4(k), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company respect of any default of any such Initial Purchaser under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunderAgreement.

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 by you in the absolute discretion of UBS, Xxxxxxx Xxxxx or any group of Underwriters (which may include UBS or Xxxxxxx Xxxxx) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the earlier of the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse change in the condition, financial or otherwise, (other than as referred to in the Registration Statement and Prospectus), or in the earnings, business affairs, operations or condition of the Trust and its subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in UBS's judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Trust and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 Trust shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Trust shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(a)(xv), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Trust under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Units, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and the Final Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Final Prospectus), in the earnings, business, condition or properties of the Partnership and the Intermediate Partnership taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Units or, if at any time prior to the time of purchase or, with respect to the purchase of any Additional Units, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the Notes. If you elect to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for hereinUnits. If the sale to the Underwriters of the NotesUnits, 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 or the Selling Unitholders shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Partnership and the Selling Unitholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(i), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership and the Selling Unitholders under this Agreement (except to the extent provided in Section 10 9 hereof). It is expressly agreed by the parties hereto that if (a) one or more Selling Unitholders default in their obligation to deliver Firm Units to the Underwriters pursuant to this Agreement, (b) the number of Firm Units to be delivered by such defaulting Selling Unitholders does not exceed 10% of the total number of Firm Units and (c) one or more of the non-defaulting Selling Unitholders agree to deliver (in addition to the number of Firm Units to be delivered by such non-defaulting Selling Unitholders pursuant to Section 1 hereof) or the number of Firm Units agreed to one another hereunderbe delivered by all such defaulting Selling Unitholders, then this Agreement shall not be terminated.

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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and Prospectus), in the business, properties, condition or results of operations of the Company which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange Xxxxx Xxxxxxxx or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by you at any time prior to the time of purchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 6 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (viv) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representativesyour judgment, to make it impracticable to market the NotesDebentures. If you elect to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesDebentures, 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 and does not 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(k4(j), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at any time prior to least 50% of the Firm Shares, if, since the time of purchaseexecution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, if prior (a) there has been any material adverse change, financial or otherwise (other than as specifically referred to such time in the Registration Statement and Prospectus), in the stockholders' equity, business, properties, assets, results of operation, condition (ifinancial or otherwise) or prospects of the Company shall have failedand the Subsidiary taken as a whole, refused which would, in your judgment or been unable in the judgment of such group of Underwriters, make it impracticable or inadvisable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredmarket the Shares, or (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iiib) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or (c) limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, National Market or (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (vd) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vie) the United States shall have declared war in accordance with the constitutional processes war, a national emergency or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representatives, to make it impracticable to market the Notes. If you elect to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein. If the sale to the Underwriters of the Notes, 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 and does not 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(k), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.of

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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect any Underwriter elects to terminate this Agreement as provided in this Section 87, the Company Company, the Selling Stockholder and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder shall be unable to comply and does not comply with any of the terms of this Agreement, the Company and the Selling Stockholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(i)(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 10 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, financial or otherwise (other than as specifically described in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market NASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketNASDAQ, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon execution by the parties hereto have executed and delivered this AgreementUnderwriters. The obligations of the several Underwriters hereunder shall be subject to termination in your absolute discretion or the absolute discretion of any group of Underwriters (which may include you), which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus on the date of this Agreement), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (y) since the execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or (z) since the execution of this Agreement, if, at any time prior to the time Closing Date or, with respect to the purchase of purchaseany Additional Shares, if prior to such time (i) the Company Option Closing Date, as the case may be, trading in or quotation of any of the Company’s securities shall have failed, refused been suspended or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled limited by the Company pursuant to Section 7 is not fulfilled when and as required in any material respectCommission or by the NYSE or minimum prices with respect thereto shall have been established on the NYSE, (iii) or trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or States, New York State or California State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or acts of terrorism or other national or international calamity or crisiscrisis or any change in financial, political or economic conditions in each case in this clause (vi) the United States or elsewhere of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares on the terms and in the manner contemplated in the Registration Statement and the Prospectus. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or facsimile. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof, as applicable), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (a) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (b) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect any Underwriter elects to terminate this Agreement as provided in this Section 87, the Company Company, the Parent, the Warrantholders, the Selling Stockholder and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 Company, the Parent, the Warrantholders or the Selling Stockholder shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Company, the Parent and the Warrantholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(i)(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Company, the Parent, the Warrantholders and the Selling Stockholder under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and Prospectus), in the business, prospects, properties, condition or results of operations of the Company which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters Under- writers shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by you in the absolute discretion of UBS, [Other Co-Managers] or any group of Underwriters (which may include UBS or [Other Co-Managers]) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the earlier of the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse change in the condition, financial or otherwise, (other than as referred to in the Registration Statement and Prospectus as of the date hereof), or in the earnings, business affairs or business prospects, operations or condition of the Trust and its subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in UBS’s judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Trust and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 Trust shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Trust shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(a)(xv), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Trust under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become ---------------------------------------- effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (i) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business or condition of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares; or (ii) there shall have occurred any downgrading, or any notice shall have been given of (x) any intended or potential downgrading or (y) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any of its Subsidiaries by any "nationally recognized statistical rating organization" as that term is defined in Rule 436(g)(2) under the Act; or (iii) if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Stock Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Stock Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, ; or (viiv) if the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter, facsimile or email. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(q), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall ---------------------------------------- become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 8, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 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 10 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(q), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Stock Market Inc. ("Nasdaq") shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Marketor (iii) if, (iv) trading at any time prior to the time of purchase or, with respect to the purchase of any securities issued or guaranteed by Additional Shares, the Company shall have been suspended on any exchange or in any over-the-counter marketadditional time of purchase, (v) as the case may be, a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in (iv) if, at any time prior to the United Statestime of purchase or, or (vi) with respect to the purchase of any Additional Shares, the additional time of purchase, as the case may be, the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter, telegram or telecopy. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(l), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Units, if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement and the Final Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Final Prospectus), in the earnings, businesses, condition or properties of the Partnership and the Intermediate Partnership taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Units or, if at any time prior to the time of purchase or the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) NASDAQ National Market or trading of any in the Partnership's securities issued or guaranteed by on the Company New York Stock Exchange shall have been suspended or limitations or minimum prices on any exchange the Partnership's securities shall have been established on the New York Stock Exchange, or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or acts of terrorism involving the United States or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesUnits. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Partnership and each other Underwriter shall be notified as provided for hereinpromptly in writing. If the sale to the Underwriters of the NotesUnits, 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 or the Intermediate Partnership shall be unable to comply and does not comply with any of the terms of this Agreement, neither the Company Partnership nor the Intermediate Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(g), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership or the Intermediate Partnership under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall ---------------------------------------- become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least fifty percent (50%) of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any event that has had a Material Adverse Effect or that is reasonably likely to have a Material Adverse Effect (other than as specifically identified in the Registration Statement and Prospectus) which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 8, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k5(n), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least fifty percent (50%) of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and Prospectus), in the business, prospects, properties, condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by you at any time prior to in the absolute discretion of BMO, if, since the time of purchaseexecution of this Agreement, if prior to such time (i) the Company there shall have failed, refused occurred: (A) a suspension or been unable to perform material limitation in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Market shall have been suspended NASDAQ; (B) a suspension or limitations or minimum prices shall have been established material limitation in trading in the Company’s securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, NASDAQ; (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (vC) a general moratorium on commercial banking moratorium shall have been activities declared by either by the United States federal or New York State authorities, authorities or if there has been 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 BMO, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (vi3) since the United States shall have declared war in accordance with the constitutional processes or time of execution of this Agreement, there shall have occurred any material outbreak downgrading, or material escalation of hostilities any notice or other national announcement shall have been given or international calamity made of: (A) any intended or crisispotential downgrading or (B) any watch, in each case in this clause (vi) of such magnitude in its effect on the financial markets of the United States as, review or possible change that does not indicate an affirmation or improvement in the judgment rating accorded any securities of or guaranteed by the Representatives, to make it impracticable to market Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the NotesAct. If you elect BMO elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly in writing. If the sale to the Underwriters of the NotesSecurities, 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 and does not 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(k), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, financial or otherwise (other than as specifically described in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, (ii) there shall have occurred any downgrading, or any notice shall have been given of (x) any intended or potential downgrading or (y) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or (iii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Company, the Selling Stockholder and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 of the Stockholders shall be unable to comply and does not comply with any of the terms of this Agreement, neither the Company nor any of the Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(i)(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company or any of the Stockholders under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and Prospectus), in the business, prospects, properties, condition or results of operations of the Company and the Subsidiaries taken as a whole that would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination by you in your absolute discretion, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and the Final Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Final Prospectus), in the earnings, business, condition or properties of the Partnership and the Intermediate Partnership taken as a whole, which would, in your judgment, make it impracticable to market the Units or, if at any time prior to the time of purchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representativesyour judgment, to make it impracticable to market the NotesUnits. If you elect to terminate this Agreement as provided in this Section 87, the Company Partnership and the Selling Unitholders shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters Underwriter of the NotesUnits, 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 Partnership or the Selling Unitholders shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Partnership and the Selling Unitholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(ii)(c), 6 5 and 10 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company Partnership and the Selling Unitholders under this Agreement (except to the extent provided in Section 10 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not applicable, when you shall have received notification of the effectiveness of the Registration Statement or (ii) if Rule 430A under the Act is applicable, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you or any group of Underwriters elect to terminate this Agreement as provided in this Section 89, the Company Company, the Selling Stockholder and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply and does not 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(k6(b), 6 7 and 10 hereof11), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 10 hereof11) 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 Initial 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statements and Prospectus, (x) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Prospectus), in the business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (y) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any subsidiary of the Company by any nationally recognized statistical rating organization or (z) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, or any development involving a prospective material adverse change (other than as specifically identified in the Registration Statement and Prospectus), in the business, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries, taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by telephone and letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution and delivery of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (i) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus as of the date hereof), in the operations, business, condition or prospects of the Company and its subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, (ii) at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange AMEX or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange AMEX or the Nasdaq Global National Market, or (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (viii) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (viiv) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(o), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when the Registration Statement shall become effective under the Act, 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 by you in the absolute discretion of you, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and Prospectus), in the business, prospects, properties, condition or results of operations of, taken as a whole, the Company, ThermoGen and Emerald which would, in your judgment, make it impracticable to market the Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representativesyour judgment, to make it impracticable to market the NotesShares. If you elect elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale Notwithstanding anything in this Agreement to the Underwriters contrary, the obligations of the NotesCompany under Sections 4(m), as contemplated by this Agreement, is not carried out by 5 and 9 hereof and the obligations of the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because Sections 8 and 9 hereof shall survive the Company shall be unable to comply and does not comply with any of the terms termination of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (a) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (b) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect any Underwriter elects to terminate this Agreement as provided in this Section 87, the Company Company, the Parent, the Selling Stockholder and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 Company, the Parent or the Selling Stockholder shall be unable to comply and does not 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(k4(i)(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Company, the Parent and the Selling Stockholder under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and Prospectus), in the business, prospects, properties, condition or results of operations of the Company and the Subsidiaries taken as a whole that would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, authorities or (viiv) if the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any event which could reasonably be expected to result in a Material Adverse Effect, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or facsimile transmission or electronic mail. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k)6, 6 7 and 10 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 10 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 Placement Agent hereunder shall be subject to termination by you at any time prior to in the time absolute discretion of purchasethe Placement Agent if since the Execution Time, if prior to such time there shall have occurred: (i) the Company shall have failed, refused a suspension or been unable to perform material limitation in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or Nasdaq; (ii) a suspension or material limitation in trading in the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established Company’s securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, Nasdaq; (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (viii) a general moratorium on commercial banking moratorium shall have been activities declared by either by the United States federal or New York State authorities, authorities or if there has been a material disruption in commercial banking or securities settlement or clearance services in the United States, or ; (viiv) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material an outbreak or material escalation of hostilities or other national or international calamity or crisisacts of terrorism involving the United States, in each case in this clause (vi) of such magnitude in its effect on the financial markets of a declaration by the United States asof a national emergency or war; or (v) 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 (iv) or (v) in the Placement Agent’s judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the RepresentativesShares on the terms and in the manner contemplated in the Registration Statement, to make it impracticable to market the NotesDisclosure Package and the Prospectus. If you elect the Placement Agent elects to terminate this Agreement as provided in this Section 87, the Company shall be notified as provided for hereinpromptly in writing. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k), 6 5 and 10 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 10 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k)6, 6 7 and 10 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 10 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 Dealers during the Initial Offering Period under the Dealer Agreements shall be subject to termination by you in the absolute discretion of you, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business or condition of the Trust and its subsidiaries taken as a whole, which would, in your judgment, make it impracticable to market the Shares, or (z) if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respectShares, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representativesyour judgment, to make it impracticable to market the NotesShares. If you elect to terminate this Agreement as provided in this Section 87, the Company Trust and each other Dealer shall be notified as provided promptly by letter or telegram. If this Agreement is terminated for hereinany reason or if the conditions to the obligations of the Dealers set forth in Section 6 hereof are not satisfied (or waived by the Dealers) at the Scheduled Closing Time, any funds received by the Trust from the Dealers for the purchase of Shares shall be immediately returned by the Trust to the respective Dealers, and the Trust and/or the Distributor shall instruct NSCC to return to the respective Dealers any funds in its possession or control representing the purchase price of Shares and to cancel any transaction submitted to it by any Dealer for the purchase of Shares during the Initial Offering Period. If the sale to the Underwriters of the NotesShares, 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 Trust shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Trust shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(a)(xiii), 6 5 and 10 8 hereof), and the Underwriters Dealers shall be under no obligation or liability to the Company Trust under this Agreement (except to the extent provided in Section 10 8 hereof) or under the Dealer Agreements 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, or any development involving a prospective material adverse change, in the business, operations, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketNasdaq, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 UBS Warburg LLC, on behalf of the Underwriters, if (x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, or any development involving a prospective material adverse change in the properties, management, financial condition, stockholders' equity or results of operations of the Company and the Subsidiaries, taken as whole, which would, in the judgement of UBS Warburg LLC, make it impracticable or inadvisable to proceed with the offering or delivery of the Shares on the terms and in the manner contemplated by you the Prospectus, or (y) at any time prior to the time of purchasepurchase or, if prior with respect to such the purchase of any Additional Shares, the additional time of purchase (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market NASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketNASDAQ, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (vii) a general moratorium on commercial banking moratorium activities shall have been declared by either by the United States Federal or New York State authorities, authorities or if there has been shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, States or (viiii) if the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the RepresentativesUBS Warburg LLC, to make makes it impracticable or inadvisable to market proceed with the Notesoffering or the delivery of the Shares on the terms and in the manner contemplated by the Prospectus. If you elect UBS Warburg LLC elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from UBS Warburg LLC. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Securities (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Securities, or (z) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any of its subsidiaries by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act or (ii) if, at any time prior to the time of purchase and the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Marketor (iii) if, (iv) trading at any time prior to the time of any securities issued or guaranteed by purchase and the Company shall have been suspended on any exchange or in any over-the-counter marketadditional time of purchase, (v) as the case may be, a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in (iv) if, at any time prior to the United Statestime of purchase and the additional time of purchase, or (vi) as the case may be, the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesSecurities. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Offerors and each other Underwriter shall be notified as provided for hereinpromptly by letter, telegram or telecopy. If the sale to the Underwriters of the NotesSecurities, 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 Offerors shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Offerors shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)4, 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Offerors under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statements and the Prospectus, there has been any material adverse change, financial or otherwise (other than as described in the Registration Statements and the Prospectus), in the business, operations, prospects, properties, condition, or results of operation of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market NASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketNASDAQ, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), 27 and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by you in the absolute discretion of UBS, [other co-managers] or any group of Underwriters (which may include UBS or [other co-managers]) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the earlier of the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse change in the condition, financial or otherwise, (other than as referred to in the Registration Statement and Prospectus as of the date hereof), or in the earnings, business affairs or business prospects, operations or condition of the Trust and its subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in UBS’s judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Trust and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 Trust shall be unable to comply and does not comply with any of the terms of this Agreement, the Company Trust shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(a)(xv), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Trust under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement ---------------------------------------- shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, or any development involving a prospective material adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and Prospectus), in the business, prospects, properties, condition or results of operations of the Company or LLC which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 LLC shall be unable to comply and does not comply with any of the terms of this Agreement, neither the Company nor LLC shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company or LLC under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (x) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (y) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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, or (z) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(s), 6 5, 9 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 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 Initial 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 by you in your absolute discretion if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the on, or any material adverse change in, any financial markets of the United States asmarket which, in the each case, in your judgment of the Representatives, to make makes it impracticable to market the NotesShares. If you elect to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by written notice transmitted by facsimile and confirmed by written notice sent by registered mail, return receipt requested. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k), 6 5 and 10 hereof9), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder9).

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not applicable, when you shall have received notification of the effectiveness of the Registration Statement or (ii) if Rule 430A under the Act is applicable, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you or any group of Underwriters elect to terminate this Agreement as provided in this Section 89, the Company Company, the Selling Stockholder and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply and does not 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(k6(b), 6 7 and 10 hereof11), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.shall

Effective Date of Agreement; Termination. This Agreement shall ---------------------------------------- become effective (i) if Rule 430A under the Securities Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Securities 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(q), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall ---------------------------------------- become effective 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any of the Subsidiaries by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act or (ii) if, at any time prior to the time of purchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Marketor (iii) if, (iv) trading at any time prior to the time of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter marketpurchase, (v) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in (iv) if, at any time prior to the United Statestime of purchase, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k)4, 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination may terminate this Agreement by notice given by you at any time to the Company, if after the execution and delivery of this Agreement and prior to the time of purchase, if prior to such time Closing Date (i) the Company trading generally shall have failedbeen suspended or materially limited on, refused or been unable to perform in by, as the case may be, any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketChicago Board of Trade, (ivii) trading of any securities issued or guaranteed by of the Company shall have been suspended on any exchange or in any over-the-counter market, (viii) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement settlement, payment or clearance services in the United States, or (vi) the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared war in accordance with the constitutional processes by Federal or New York State authorities or (v) there shall have occurred any material outbreak or material escalation of hostilities hostilities, or other national any change in financial markets or international any calamity or crisiscrisis that, in each case your judgment, is material and adverse and which, singly or together with any other event specified in this clause (vi) v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of such magnitude in its effect the Shares on the financial markets of the United States as, terms and in the judgment of manner contemplated in the Representatives, to make it impracticable to market the NotesProspectus Supplement. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k)6, 6 7 and 10 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 10 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement agreement as provided in this Section 89, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon execution and delivery of a counterpart hereof by each of the parties hereto have executed and delivered this Agreementhereto. The obligations of Initial Purchaser shall have the several Underwriters hereunder shall be subject right to termination by you terminate this Agreement at any time prior to the time of purchaseClosing Date by notice to the Company from the Initial Purchaser, if without liability (other than with respect to Sections 6 and 7) on the Initial Purchaser's part to the Company if, on or prior to such time date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchaser hereunder as provided in Section 7 8 is not fulfilled when and as required in any material respect, (iii) in the reasonable judgment of the Initial Purchaser, any material adverse change shall have occurred since the respective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the Company, other than as set forth in the Offering Memorandum, or (iv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Initial Purchaser will in the immediate future materially disrupt, the market for the Company's securities or for securities in general; or (B) trading in securities generally on the New York Stock Exchange, the American Stock Exchange Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq Global National Market shall have been suspended or limitations materially limited, or minimum or maximum prices for trading shall have been established on the New York Stock Exchangeestablished, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any maximum ranges for prices for securities issued or guaranteed by the Company shall have been suspended required, on any either such exchange, or by such exchange or in any over-the-counter market, other regulatory body or governmental authority having jurisdiction; or (vC) a general banking moratorium shall have been declared either by federal or state authorities, or a moratorium in foreign exchange trading by major international banks or persons shall have been declared; or (D) there is an outbreak or escalation of armed hostilities involving the United States on or New York State authoritiesafter the date hereof, or if there has been a material disruption in securities settlement declaration by the United States of a national emergency or clearance services war, the effect of which shall be, in the United StatesInitial Purchaser's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Series A Notes on the terms and in the manner contemplated in the Offering Memorandum; or (viE) there shall have been such a material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) of be such magnitude in its effect on the financial markets of the United States as, in the judgment Initial Purchaser's judgment, makes it inadvisable or impracticable to proceed with the delivery of the RepresentativesSeries A Notes as contemplated hereby. Any notice of termination pursuant to this Section 11 shall be by telephone, to make it impracticable to market the Notestelex, telephonic facsimile or telegraph, confirmed in writing by letter. If you elect to terminate this Agreement as shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to clause (iv) of Section 11(b), in which case each party will be responsible for its own expenses), or if the sale of the Series A Notes provided in this Section 8for herein is not consummated because any condition to the obligations of the Initial Purchaser set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company shall be notified as provided will reimburse the Initial Purchaser for herein. If all out-of-pocket expenses (including the sale to the Underwriters reasonable fees and expenses of the Notes, as contemplated by this Agreement, is not carried out Initial Purchaser's counsel) incurred 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 and does not 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 Initial Purchaser in Sections 4(k), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunderconnection herewith.

Effective Date of Agreement; Termination. This Agreement shall become effective when effective: (i) upon the execution and delivery hereof by the parties hereto have hereto; or (ii) if, at the time this Agreement is executed and delivered delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this AgreementAgreement shall have become effective, it may be terminated by the Company, by notifying you, or by you, as Underwriters, by notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any of the Subsidiaries by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act or (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Stock Market Inc. ("NASDAQ") shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Marketor (iii) if, (iv) trading at any time prior to the time of purchase or, with respect to the purchase of any securities issued or guaranteed by Additional Shares, the Company shall have been suspended on any exchange or in any over-the-counter marketadditional time of purchase, (v) as the case may be, a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in (iv) if, at any time prior to the United Statestime of purchase or, or (vi) with respect to the purchase of any Additional Shares, the additional time of purchase, as the case may be, the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter, telegram or telecopy. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k)4, 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least fifty percent (50%) of the Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Prospectus, there has been any change, or any development involving a prospective change, financial or otherwise (other than as specifically identified in the Prospectus), in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Firm Shares or the Additional Shares, or, (ii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally or, where applicable, trading in securities of the Company in particular, on the New York Stock Exchange, the American Stock Exchange Exchange, the Nasdaq National Market or the Nasdaq Global Market TSE shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange Exchange, the Nasdaq National Market or the Nasdaq Global MarketTSE, or (iviii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State State, Canadian or Ontario authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States or Canada shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States or Canada as, in your judgment or in the judgment of the Representativessuch group of Underwriters, is so material and adverse as to make it impracticable or inadvisable to market proceed with the Notespublic offering or the delivery of the Shares being delivered on such date on the terms and in the manner contemplated in the Prospectus. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 810, the Company Company, the Selling Shareholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 of the Selling Shareholders shall be unable to comply and does not 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(k6(p), 6 7 and 10 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Shareholders under this Agreement, the Custody Agreement or any other agreement (except to the extent provided in Section 10 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (i) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (ii) there shall have occurred any downgrading, or any notice shall have been given of (x) any intended or potential downgrading or (z) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, (iii) if, at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or (iv) if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter, facsimile or email. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any Subsidiary of the Company by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) promulgated under the Act or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Securities Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Securities 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiary taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 8, 7 the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or facsimile. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(s), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination by you at any time prior to the time First Time of purchaseDelivery (or, with respect to the Additional Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Securities), if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) of such magnitude in its effect on the financial markets of the United States as, in the judgment of the RepresentativesRepresentative, to make it impracticable to market the NotesSecurities. If you elect to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein. If the sale to the Underwriters of the NotesSecurities, 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 and does not 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(k4(n), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Securities Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Securities 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k)6, 6 7 and 10 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 10 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any Subsidiary of the Company by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) promulgated under the Act or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company Company, the Representative of the Selling Stockholder and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply and does not 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(k6(a), 6 7 and 10 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the Exchange or American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange or American Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representatives, to make it impracticable to market the Notes. If you elect or any group of Underwriters elects to terminate this Agreement agreement as provided in this Section 89, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k6(a), 6 7 and 10 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 by in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (y) since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) at any time prior to the time Time of purchasePurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by applicable Additional Time of Purchase, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 8, the Company Company, the Selling Stockholders and each other Underwriter shall be notified as provided for hereinpromptly notified. If the sale to the Underwriters of the NotesShares, 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 and does not comply with any of the terms of this Agreement, none of the Company Company, the Selling Stockholders, the Subsidiaries or Torch shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)5, 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Company, the Selling Stockholders, the Subsidiaries or Torch under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Initial Purchasers hereunder shall be subject to termination in the absolute discretion of UBS Warburg LLC or any group of Initial Purchasers (which may include UBS Warburg LLC) which has agreed to purchase in the aggregate at least 50% of the Firm Notes, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Offering Memorandum, there has been any material adverse change, financial or otherwise (other than as specifically described in the Preliminary Offering Memorandum at the time of execution of this Agreement), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in the judgment of UBS Warburg LLC or in the judgment of such group of Initial Purchasers, make it impracticable to market the Notes in the manner and on the terms set forth in the Final Offering Memorandum, (ii) there shall have occurred any downgrading, or any notice shall have been given of (x) any intended or potential downgrading or (y) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or (iii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Notes, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of UBS Warburg LLC or in the Representativesjudgment of such group of Initial Purchasers, to make it impracticable to market the NotesNotes in the manner and on the terms set forth in the Final Offering Memorandum. If you elect or any group of Initial Purchasers elects to terminate this Agreement as provided in this Section 8, the Company and each other Initial Purchaser shall be notified as provided for hereinpromptly by letter or telegram from such terminating Initial Purchaser. If the sale to the Underwriters Initial Purchasers of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters Initial Purchasers for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply and does not 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(k5(k), 6 and 10 hereof), and the Underwriters Initial Purchasers shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (i) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (ii) there shall have occurred any downgrading, or any notice shall have been given of any intended or potential downgrading or any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 89, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k5(n), 6 7 and 10 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 10 11 hereof) or to one another hereunder. Notwithstanding the foregoing, nothing in this paragraph shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreementupon execution by you. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time of purchasepurchase or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Option Closing Date, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 8, the Company Company, the Selling Stockholder and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply and does not 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(k5(n), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 10 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 by in the absolute discretion of you or in the absolute discretion of Warburg Dillon Read LLC, acting on your behalf, or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of Warburg Dillon Read LLC, acting on your behalf, or in the Representativesjudgment of such group of Underwriters, to make it impracticable to market the NotesShares. If you elect or Warburg Dillon Read LLC, acting on your behalf, or any group of Underwriters elects to terminate this Agreement agreement as provided in this Section 89, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k5(m), 6 7 and 10 11 hereof), and the Underwriters (other than, if such sale is not carried out solely because of the default by an Underwriter or Underwriters under Section 10 hereof, such Underwriter or Underwriters (but only with respect to such default)) shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become ---------------------------------------- effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or, if, at any time prior to the time of purchaseClosing Date or, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material with respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations purchase of any Additional Shares, the Underwriters under this Agreement to be fulfilled by Additional Closing Date, as the Company pursuant to Section 7 is not fulfilled when and as required in any material respectcase may be, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market System shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketNational Market System, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(r), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder; provided, however, that (i) in the event of such termination, the Company agrees to indemnify and hold harmless the Underwriters from all costs or expenses incident to the performance of the obligations of the Company under this Agreement, and (ii) if this Agreement is terminated by you because of any refusal, inability or failure on the part of the Company to perform any agreement herein, to fulfill any of the conditions herein, or to comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the transactions contemplated hereby.

Effective Date of Agreement; Termination. This Agreement shall become effective when you and the parties hereto Company shall have executed and delivered this Agreement. The obligations received notification of the several Underwriters hereunder shall effectiveness of the Registration Statement. This Agreement may be subject to termination by you terminated at any time prior to the time Closing Date by you by written notice to the Company if in your judgment it is impracticable to offer for sale or to enforce contracts made by you for the resale of purchase, if prior the Securities agreed to such time be purchased hereunder by reason of (i) the Company or its subsidiaries having sustained a loss by reason of fire, flood, accident or other calamity, which, in your opinion, substantially affects the value of the properties of the Company or its subsidiaries or which materially interferes with the operation of the business of the Company or any of its subsidiaries regardless of whether such loss shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredinsured, (ii) any other condition the existing financial, political or economic conditions in the United States or elsewhere having undergone such material change as in your opinion would make it inadvisable to proceed with the obligations offering, sale and delivery of the Underwriters under this Agreement to be fulfilled Securities on the terms contemplated by the Company pursuant to Section 7 is not fulfilled when and as required in any material respectProspectus, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) a general banking moratorium shall have been declared by either by federal or New York authorities, (iv) a war involving the United States or New York State authoritiesother national calamity shall have occurred, (v) any material adverse change in the condition or if there obligations of the Company and any of its subsidiaries taken as a whole or in the earnings, operations, management or business prospects of the Company and any of its subsidiaries taken as a whole, (vi) any action, suit or proceeding shall be threatened or pending, at law or in equity, against the Company and any of its subsidiaries taken as a whole, by any Federal, state or other commission, board or agency, which is not disclosed in the Prospectus and in which an unfavorable result or decision could materially adversely affect the business, prospects, property, financial condition or income or earnings of the Company and any of its subsidiaries taken as a whole, (vii) an action, suit or proceeding that is threatened or pending, which has been a material disruption in securities settlement or clearance services previously disclosed in the United StatesProspectus, shall have worsened in any way such that an unfavorable result or decision could materially adversely affect the business, prospects, property, financial condition or income or earnings of the Company and/or any of its subsidiaries, or (viviii) during the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation course of hostilities or other national or international calamity or crisis, in each case in this clause (vi) of such magnitude in its effect on the financial markets your due diligence investigation of the United States asCompany, facts arise which vary materially in an adverse manner from representations which have been previously made concerning the Company's business and financial condition. In addition, this Agreement may be terminated by you by prompt written notice to the Company (i) at any time before it becomes effective or (ii) in the judgment of the Representatives, to make it impracticable to market the Notes. If you elect to terminate this Agreement as provided in this Section 8, event that the Company shall be notified as provided for herein. If the sale have failed to the Underwriters of the Notes, 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 and does not comply with any of the terms provisions of this AgreementAgreement to be performed by it at or prior to any Closing Date which have not been waived by you, or if any of the representations, warranties, covenants, agreements or conditions of, or applicable to, the Company herein contained shall not have been complied with or satisfied within the time specified unless waived by you. At any time after the Closing Date, if you should (i) cease to be a broker-dealer registered with the Commission, (ii) be suspended from such registration for any period of time in excess of 30 days, (iii) cease to be a member of the NASD or other self-regulatory organization or (iv) become subject to a proceeding, action or notification under any obligation or liability under this Agreement (except to Section 6 of the extent provided in Sections 4(k)Securities Investor Protection Act of 1970, 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to obligations of the Company under this Agreement (except to shall cease without any liability on the extent provided in Section 10 hereof) or to one another hereunderpart of the Company.

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 UBS Warburg LLC and Salomon Smith Barney Inc., actixx xxxxxxx xx behalf of the Underwriters, if (x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, or any development involving a prospective material adverse change, in the properties, management, financial condition, stockholders' equity or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the judgment of UBS Warburg LLC and Salomon Smith Barney Inc., actixx xxxxxxx, xaxx xx impracticable or inadvisable to proceed with the offering or delivery of the Shares on the terms and in the manner contemplated by you the Prospectus, (y) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or inclusion on a watchlist or (ii) any watch, review or possible change that does not indicate an 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 or (z) at any time since the time of execution of this Agreement and prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global MarketNasdaq, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (vii) a general moratorium on commercial banking moratorium activities shall have been declared by either by the United States Federal or New York State authorities, authorities or if there has been shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, States or (viiii) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material is an outbreak or material escalation of hostilities or other national one or international calamity or crisis, in each case in this clause (vi) more acts of such magnitude in its effect on the financial markets of terrorism involving the United States asor the declaration by the United States of a national emergency or war or an occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event, in the judgment of the RepresentativesUBS Warburg LLC and Salomon Smith Barney Inc., to make actixx xxxxxxx, xakes it impracticable or inadvisable to market proceed with the Notesoffering or the delivery of the Shares on the terms and in the manner contemplated by the Prospectus. If you elect to terminate this Agreement as provided in this Section 87, you shall promptly notify the Company, the Company shall be notified as provided for hereinSelling Stockholder and each other Underwriter. If the sale to the Underwriters of the NotesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Selling Stockholder shall be unable or unwilling, or shall fail for any reason, to comply and does not comply with any of the terms of this Agreement, neither the Company nor the Selling Stockholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(i)(k), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholder under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of Underwriters shall have the several Underwriters hereunder shall be subject right to termination by you terminate this Agreement at any time prior to the time Time of purchasePurchase or the Additional Time of Purchase, if as the case may be, by notice to the Company from the Underwriters, without liability (other than with respect to Sections 10 and 11) on the Underwriters' part to the Company if, on or prior to such time date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required and not waived in any material respectwriting by the Underwriters, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations materially limited, or minimum prices shall have been established on thereon by the New York Stock ExchangeCommission, the American Stock Exchange or the Nasdaq Global Marketby such exchange or other regulatory body or governmental authority having jurisdiction, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) a general banking moratorium shall have been declared either by the United States federal or New York State authorities, or if (v) there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material is an outbreak or material escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisiscrisis (economic, political, financial or otherwise) which affects the U.S. and international financial or capital markets, making it, in each case the Underwriters' reasonable judgment, impracticable to proceed with the offering or delivery of the Shares on the terms and in this clause the manner contemplated in the Registration Statement and Prospectus or (vi) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally or the effect (or potential effect if the financial markets in the United States have not yet opened) of such magnitude in its effect international conditions on the financial markets of in the United States shall be such as, in the judgment of the RepresentativesUnderwriters' reasonable judgment, to make it inadvisable or impracticable to market proceed with the Notesoffering or delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and Prospectus. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 8, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k)5, 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall ---------------------------------------- become effective (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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, financial or otherwise (other than as specifically described in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, (ii) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you 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 or (iii) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global MarketNasdaq, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(1), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if neither Rule 430A nor Rule 434 under the Act is used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if either Rule 430A or Rule 434 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 by you in your absolute discretion if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the on, or any material adverse change in, any financial markets of the United States asmarket which, in the each case, in your judgment of the Representatives, to make makes it impracticable to market the NotesShares or the International Shares. If you elect to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by written notice transmitted by facsimile and confirmed by written notice sent by registered mail, return receipt requested. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k), 6 5 and 10 hereof9), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof9) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when effective: (i) upon the execution and delivery hereof by the parties hereto have hereto; or (ii) if, at the time this Agreement is executed and delivered this Agreement. The obligations delivered, it is necessary for the registration statement or a post-effective amendment thereto or an Abbreviated Registration Statement to be declared or become effective before the offering of the several Underwriters Notes may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission or such Abbreviated Registration Statement has, pursuant to the provisions of Rule 462 under the Act, become effective. Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying you, or by you, as underwriter, by notifying the Company. Your obligations hereunder shall be subject to termination in your absolute discretion (i) if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, prospects, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole, which would, in your judgment, make it impracticable to market the Notes, or (z) there shall have occurred any downgrading, or any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any of the Subsidiaries by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act or (ii) if, at any time prior to the time of purchase, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) purchase trading in securities generally on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Stock Market Inc. ("Nasdaq") shall have been suspended or limitations or minimum prices shall have been established on the New York Stock ExchangeNYSE, the American Stock Exchange or the Nasdaq Global Marketor (iii) if, (iv) trading at any time prior to the time of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) purchase a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in (iv) if, at any time prior to the United States, or (vi) time of purchase the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representativesyour judgment, to make it impracticable to market the Notes. If you elect to terminate this Agreement as provided in this Section 87, the Company shall be notified as provided for hereinpromptly by letter, telegram or telecopy. If the sale to the Underwriters you of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters you for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply and does not 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(k)4, 6 5 and 10 9 hereof), and the Underwriters you shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall ---------------------------------------- become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (x) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, or condition of the Company and the Subsidiary taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (y) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or the Subsidiary by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act, or (z) if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k4(n), 6 5, 9 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, condition or prospects of the Company and its Subsidiary taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or the Subsidiary by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global NASDAQ National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued NASDAQ National Market or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representatives, to make it impracticable to market the Notes. If you elect to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein. If the sale to the Underwriters of the Notes, 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 and does not 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(k), 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or to one another hereunder.the

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 Initial Purchasers hereunder shall be subject to termination by you in the absolute discretion of Xxxxxx Xxxxxxx at any time prior to the time of purchase or an additional time of purchase, as the case may be, if prior to such time (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, (iv) a suspension or material limitation in trading of any in the Company’s securities issued or guaranteed by on the Company shall have been suspended on any exchange or in any over-the-counter marketNew York Stock Exchange has occurred, (v) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or terrorism or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representatives, Xxxxxx Xxxxxxx to make it impracticable or inadvisable to market proceed with the Notesoffering or delivery of the Notes on the terms and in the manner contemplated in the Preliminary Memorandum and the Final Memorandum. If you elect Xxxxxx Xxxxxxx elects to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein. If the sale to the Underwriters Initial Purchasers of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters Initial Purchasers for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply and does not 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(k5(k), 6 and 10 hereof), and the Underwriters Initial Purchasers shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) 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 you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if, since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (y) there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus), in the business, condition or prospects of the Company and its Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by you the Company or any subsidiary of the Company by any "nationally recognized statistical rating organization", as that term is defined in Rule 436(g)(2) promulgated under the Act or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the additional time of purchase, if prior to such time (i) as the Company shall have failedcase may be, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (v) if a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the its constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable to market the NotesShares. If you elect or any group of Underwriters elects to terminate this Agreement agreement as provided in this Section 87, the Company and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesShares, 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 and does not 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(k), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective 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 Goldman, Sachs & Co. or any group of Underwriters (which may include xxx Xxxrexxxxxtive) which has agreed to purchase in the aggregate at least 50% of the Units if, (x) since the time of execution of this Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement and Prospectus as of the date hereof), in the operations, business, condition or prospects of the TEPPCO Entities or their subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable or inadvisable to market the Units on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (y) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement in the rating accorded any notes of, or notes guaranteed by, the Partnership or any of its subsidiaries by you any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Securities Act or, (z) if, at any time prior to the time of purchase or additional time of purchase, if prior to such time as the case may be, there shall have occurred: (i) the Company shall have failed, refused a suspension or been unable to perform material limitation in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, American Stock Exchange or NASDAQ; (ii) a suspension or material limitation in trading in Common Units of the Partnership on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global National Market, ; (iv) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, (viii) a general moratorium on commercial banking moratorium shall have been activities declared either by the United States States, Texas or New York State authorities, or if there has been a material disruption in commercial banking or securities settlement or clearance services in the United States, or ; (viiv) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) acts of such magnitude in its effect on the financial markets of terrorism involving the United States asor the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment or in the judgment of the Representativessuch group of Underwriters, to make it impracticable or inadvisable to market the NotesUnits on the terms and in the manner contemplated in the Registration Statement and the Prospectus. If you elect the Representative or any group of Underwriters elects to terminate this Agreement as provided in this Section 87, the Company Partnership and each other Underwriter shall be notified as provided for hereinpromptly by letter or telegram. If the sale to the Underwriters of the NotesUnits, 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 any of the Company Partnership shall be unable to comply and does not 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(k4(m), 6 5 and 10 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 10 9 hereof) or to one another hereunder.