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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Company, by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of the RepresentativesUnderwriter, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of Holdings and the CompanySubsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s Holdings’ securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either U.S. federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUnderwriter, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses, the Disclosure Package and the Prospectus, Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Holdings or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) registered under Section 15E of the Exchange Act. If the Representatives elect Underwriter elects to terminate this Agreement as provided in this Section 710, the Company Holdings and each other Underwriter Selling Stockholder shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the UnitsShares, 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 Holdings or any Selling Stockholder, as the Company case may be, shall be unable to comply with any of the terms of this Agreement, Holdings and the Company Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 11 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company Holdings or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany , the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or Nasdaqthe NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActSecurities Act as in effect on July 20, 2010. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of the RepresentativesUnderwriter, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, condition (financial condition or otherwise) or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, or (2b) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American MKT or Nasdaqthe NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the RepresentativesUnderwriter, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the UnitsSecurities, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective 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 the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Western Gas Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American MKT or Nasdaqthe NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE MKT; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUnderwriters, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of Holdings and the CompanySubsidiaries taken as a whole, except as disclosed in Registration Statement, the Disclosure Package and the Prospectus, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s Holdings’ securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either U.S. federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D‎(D) or (E‎(E), in the sole judgment of the RepresentativesUnderwriters, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses, the Disclosure Package and the Prospectus, Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Holdings or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) registered under Section 15E of the Exchange Act. If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 7‎8, the Company and each other Underwriter Holdings shall be notified promptly in writing. If the sale issue to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale issue is not carried out because Holdings, as the Company case may be, shall be unable to comply with any of the terms of this Agreement, the Company Holdings shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)‎5, 5 ‎6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Holdings under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or federal, New York State or Cayman Islands authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Representative shall elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Company, by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon the execution and delivery hereof by the parties hereto have executed and delivered this Agreementhereto. The obligations of Underwriter may terminate this Agreement by notice given to the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesCompany, if (1x) since after the time of execution and delivery of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, prospects, properties, management, financial condition or results of operations of the Company, the effect of which change or development iswould, in the sole judgment of the Representatives, so material and adverse as to Underwriter make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of after execution and delivery of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on on, or by, as the NYSEcase may be, any of the New York Stock Exchange, the NYSE American Stock Exchange or Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqany exchange or in any over-the-counter market; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement settlement, payment or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewherefinancial markets, if the effect of any such event specified in clause (Div) or (E), v) in the sole judgment of the RepresentativesUnderwriter is material and adverse and which, singly or together with any other event specified in clauses (iv) and (v) makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since after the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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) that has agreed to purchase in the Representativesaggregate at least 50% of the Firm Shares, if (1) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, (x) there has been any change material adverse change, financial or any development involving a prospective change otherwise (other than as specifically identified in the Registration Statement and the Prospectus), in the operations, business, properties, managementfinancial condition, financial condition or results of operations operation or prospects of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development isthat would, in your judgment or in the sole judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration StatementShares, the Disclosure Package and the Prospectus or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange, The Nasdaq National Market or NasdaqThe Nasdaq SmallCap Market; (Bii) a suspension or material limitation in trading in the Company’s 's securities on NasdaqThe Nasdaq National Market; (Ciii) a general moratorium on commercial banking activities declared by either federal or Federal, New York State or Pennsylvania authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an the outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or warwar ; or (Ev) 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 (Div) or (Ev), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, . If you or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities group of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion of the Representativesdiscretion, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the your sole judgment of the Representativesjudgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the your sole judgment of the Representativesjudgment, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS Warburg LLC, if (1) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Disclosure Package and the Prospectus (y) there has been any material adverse change (financial or otherwise) or any development involving a prospective material adverse change (financial or otherwise) occurs, in the business, assets, properties, managementprospects, financial condition or results of operations of the CompanyParent and the Subsidiaries, the effect of taken as a whole, which change or development iswould, in the sole judgment of the RepresentativesUBS Warburg LLC, so material and adverse as to make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in by the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2z) since the time of execution of this Agreement, (i) there shall have occurred: occurred any downgrading, or any notice shall have been given of (A) any intended or potential downgrading or (B) any surveillance or review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by Parent or any Subsidiary 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 Closing Date (a) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange has occurred, the NYSE American or Nasdaq; (Bb) a suspension or material limitation in trading in the Companyof Parent’s securities on Nasdaq; the New York Stock Exchange has occurred, (Cc) a general moratorium on commercial banking activities has been declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; States has occurred, (Dd) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; war or (Ee) there occurs any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if of such magnitude in its effect on the effect financial markets of any such event specified the United States as, in clause each of clauses (Da) or through (Ee), in the sole judgment of the RepresentativesUBS Warburg LLC, makes would make it impracticable or inadvisable to proceed with market the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in by the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS Warburg LLC elects to terminate this Agreement as provided in this Section 78, the Company Issuers and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the UnitsNotes, 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 Issuers shall be unable to comply with any of the terms of this Agreement, the Company Issuers shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Issuers under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of the RepresentativesUnderwriter, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of Holdings and the CompanySubsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriter, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s Holdings’ securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either U.S. federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUnderwriter, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses, the Disclosure Package and the Prospectus, Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Holdings or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) registered under Section 15E of the Exchange Act. If the Representatives elect Underwriter elects to terminate this Agreement as provided in this Section 710, the Company Holdings and each other Underwriter Selling Stockholder shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the UnitsShares, 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 Holdings or any Selling Stockholder, as the Company case may be, shall be unable to comply with any of the terms of this Agreement, Holdings and the Company Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 11 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company Holdings or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyMPLX Parties taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on NasdaqCommon Units; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Statesauthorities; (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 the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, (A) there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded of any securities of or guaranteed by the Company Partnership by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(23(a)(62) of the Exchange Act and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications its rating of any of the ActPartnership’s securities. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(j), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on NasdaqNYSE; (C) a general moratorium on commercial banking activities declared by either federal or federal, New York State or Cayman Islands authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on NasdaqNYSE; (C) a general moratorium on commercial banking activities declared by either federal or federal, New York State or Cayman Islands authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Representative elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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 the Representatives or any group of Underwriters (which may include the Representatives) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations operation of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole Representatives’ judgment or in the judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaqthe NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on NasdaqNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Representatives’ judgment or in the judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(n), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American MKT or Nasdaqthe NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Public Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American MKT or Nasdaqthe NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Public Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Representative elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Public Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Representative elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementEffective Date, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyPartnership Entities, taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and any Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, any Preliminary Prospectus, the Disclosure Package Prospectus and the any Issuer Free Writing Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Partnership or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act. If the Representatives Representative elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 9 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of either of the Representatives, if Lead Managers or any group of Underwriters (1which may include the Lead Managers) since which has agreed to purchase in the aggregate at least 50% of the Firm Shares at any time prior to the time of execution purchase or, if applicable, the additional time of purchase, (i) if any of the conditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, (ii) if any material adverse and unfavorable change occurs (financial or the earlier respective dates as of which information is given in the Registration Statementotherwise), the Disclosure Package and the Prospectus there has been any change or any development involving a prospective material adverse and unfavorable change occurs (financial or otherwise) (in each case, other than as disclosed in, or incorporated by reference into, the Registration Statement and Prospectus (exclusive of any supplement thereto)), in the operations, business, propertiesnet worth, management, financial condition or results of operations prospects of the Company, the effect Subsidiaries or the Trust, or a material change in management of the Company, the Subsidiaries, the Trust or the Manager occurs, whether or not arising in the ordinary course of business, which change or development iswould, in the Lead Managers' sole judgment or in the judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus or Prospectus, (2iii) since if the time of execution of this Agreement, there United States shall have occurred: (A) declared a suspension national emergency or material limitation in trading in securities generally on the NYSE, the NYSE American war or Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) there has occurred 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) there has occurred any other national or international calamity or crisis or any change in financial, economic, political or economic other conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E)which, in the Lead Managers' sole judgment or in the judgment of the Representativessuch group of Underwriters, makes make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration StatementStatement and the Prospectus or enforce contracts for the sale of the Shares, (iv) if trading in any securities of the Company has been suspended by the Commission or by the NYSE, or if trading generally on the NYSE, the Disclosure Package and American Stock Exchange or the ProspectusNASDAQ has been suspended (including an automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on or minimum prices for trading (3other than limitations on hours or numbers of days of trading) since shall have been fixed, or maximum ranges for prices for securities have been required, by such exchange or the time NASD or the NASDAQ or by order of execution of this Agreementthe Commission or any other governmental authority, (v) if a banking moratorium shall have been declared by New York or United States authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (vi) if there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Aa) any intended or potential downgrading or (Bb) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any of the Subsidiaries by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Securities Act, (vii) if any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the Lead Managers' reasonable opinion or in the reasonable opinion of such group of Underwriters, materially adversely affects or will materially adversely affect the business or operations of the Company or any of the Subsidiaries, or (viii) if any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which, in the Lead Managers' reasonable opinion or in the reasonable opinion of such group of Underwriters, has a material adverse effect on the securities markets in the United States. If the Representatives elect Lead Managers or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby telephone, which shall be promptly confirmed by facsimile. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(q), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, UBS Warburg LLC if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Disclosure Package and the Prospectus there has been any change material adverse change, or any development involving a prospective change material adverse change, in the business, operations, properties, management, condition (financial condition or otherwise) or results of operations of the Company, the effect of Company which change or development iswould, in the sole judgment of the RepresentativesUBS Warburg LLC, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus or (2y) since at any time prior to the time of execution purchase or, with respect to the purchase of this Agreementany Additional Shares, there shall have occurred: the additional time of purchase, (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaq; 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 NASDAQ, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (Cii) a general moratorium on commercial banking activities shall have been declared by either federal the Federal or New York State authorities or there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; States or (Diii) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; war or (E) 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 specified in clause (D) or (E), in the sole judgment of the Representatives, UBS Warburg LLC makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, . If you or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities group of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter or telegram from such terminating Underwriter. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(1), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the Representativesaggregate at least 50% of the Firm ADSs, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, (x) there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and YDME taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of the Representativessuch group of Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Offered ADSs on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaqthe NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on NasdaqNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the sole judgment of the Representatives, such group of Underwriters makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Offered ADSs on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 76, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, Offered ADSs as contemplated by this Agreement, Agreement is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement or the Deposit Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder, provided that the Company shall, upon the occurrence of any failure to complete the sale of the Offered ADSs, promptly (and, in any event, no later than 30 days) reimburse the Representative for all of the Representative’s travel expenses (including roadshow travel and accommodation expenses, if any) and other out of pocket expenses (including without limitation, printing, postage and telecommunication costs) incurred by the Representative in connection with the proposed offering and sale of the Offered ADSs, as well as fees and disbursements of international and PRC counsel to the Representative, provided further that the amount payable by the Company pursuant to this paragraph with respect to the fees and disbursements of international and PRC counsel to the Representative shall not exceed US$200,000.

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 the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as date of which information is given the most recent financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2for purposes of Section 3(a)(62) under of the Exchange Act. If the Representatives elect to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or any Selling Stockholder shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)7, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (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 the Representatives, Representatives if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and Pre-Pricing Prospectus, the Prospectus and any Permitted Free Writing Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development isPartnership Entities taken as a whole that would, in the sole judgment of the Representatives’ judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and Pre-Pricing Prospectus, the Prospectus and any Permitted Free Writing Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or NasdaqNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on NasdaqNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Representatives’ judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectus, the Prospectus and the any Permitted Free Writing Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any further downgrading, or any further notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company any Regency Party by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 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 the RepresentativesRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementPreliminary Offering Memorandum, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, condition (financial condition or otherwise) or results of operations of the CompanyCompany and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statementthis Agreement, the Disclosure Package Time of Sale Information and the Prospectus Offering Memorandum, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable impractical or inadvisable to proceed with the public offering purchase and resale or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statementthis Agreement, the Disclosure Package Time of Sale Information and the ProspectusOffering Memorandum, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter Initial Purchaser shall be notified promptly in writing. If the sale to the Underwriters Initial Purchasers of the UnitsSecurities, 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 is unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(i), 5 and 9 hereof), and the Underwriters Initial Purchasers shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyMPLX Entities, taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on NasdaqCommon Units; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Statesauthorities; (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 the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, (A) there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded of any securities of or guaranteed by the Company Partnership by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(23(a)(62) of the Exchange Act and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications its rating of any of the ActPartnership’s securities. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Representatives shall notify the Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(i), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute sole discretion of the RepresentativesRepresentative, if (1) since subsequent to the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole reasonable judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, New York Stock Exchange or the NYSE American or NasdaqNasdaq Stock Market; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe Nasdaq Global Market; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Russia; (D) an outbreak or escalation of hostilities or significant acts of terrorism involving the United States or Russia or a declaration by the United States or Russia of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States States, Russia or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or sale of and payment for the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the ProspectusShares, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any publicly announced watch, surveillance or review or possible change that does not indicate an affirmation or improvement in the rating accorded any debt securities of or guaranteed by the Company or any of the Subsidiaries by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives[ ], if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Pre-Pricing Prospectus and the Prospectus there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the Representatives[ ], so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectus and the Prospectus Prospectus, or (2b) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or the Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s securities on the Nasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the Representatives[ ], makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect [ ] elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and Pacakge, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Pacakge, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Pacakge, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Agent hereunder shall be subject to termination in the absolute discretion of the Representatives, Agent if (1x) since any of the time of execution of this Agreement or the earlier respective dates conditions specified in Section 5 have not been fulfilled as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units 10:00 A.M. New York City time on the terms and date specified in the manner contemplated in the Registration StatementSection 2, the Disclosure Package and the Prospectus or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s 's securities on Nasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the Agent's sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Agent elects to terminate this Agreement as provided in this Section 76, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters Agent for any reason permitted under this Agreement, Agreement or if such sale is not carried out because of any refusal, inability or failure on the part of the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 4(j) hereof), and the Underwriters Agent shall be under no obligation or liability to the Company under this Agreement. Under such circumstances, the Engagement Letter shall remain in full force and effect in accordance with its terms. For the avoidance of doubt, in the event this Agreement (except is terminated prior to the extent provided sale of Shares as contemplated hereby, the Agent shall only be entitled to receive from the Company reimbursement of its out-of-pocket expenses in accordance with Section 9 4(j) hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Representative and delivered this Agreement. The obligations the Company of notification of the several Underwriters hereunder shall be subject to termination in the absolute discretion effectiveness of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus Statement or (2ii) since the time of execution of this Agreement. Notwithstanding any termination of this Agreement, there the provisions of this Section 12 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive, shall remain in full force and effect at all times after the execution hereof. Maxim Group LLC November __, 2009 (b) The Representative shall have occurredthe right to terminate this Agreement at any time prior to the consummation of the Closing if: (Ai) a suspension any domestic or material limitation international event or act or occurrence has materially disrupted, or in trading the opinion of the Representative will in securities generally on the NYSEimmediate future materially disrupt, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in market for the Company’s securities or securities in general; or (ii) trading on Nasdaqthe New York Stock Exchange, the NASDAQ or the AMEX shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the Nasdaq Stock Market or the NYSE AMEX or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the United StatesCompany’s corporate credit rating or the rating accorded the Company’s debt securities or trust preferred stock by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (Dv) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (EB) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (DA) or (EB), in the sole judgment of the RepresentativesRepresentative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Units Firm Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or the Nasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.manner

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 the RepresentativesRepresentative, by notice to the Company, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, there has been any change or any development involving a prospective material adverse change in the business, propertiesfinancial condition, management, financial condition or results of operations or prospects of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesRepresentative, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaqthe NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole judgment of the Representatives, Representative makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded the Securities or any other securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsSecurities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, Representatives if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and Pre-Pricing Prospectus, the Prospectus and any Permitted Free Writing Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development isPartnership Entities taken as a whole that would, in the sole judgment of the Representatives’ judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and Pre-Pricing Prospectus, the Prospectus and any Permitted Free Writing Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or NasdaqNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on NasdaqNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Representatives’ judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Pre-Pricing Prospectus, the Prospectus and the any Permitted Free Writing Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company any Regency Party by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesTWP, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus Prospectus, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesTWP, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in of the Company’s securities on NasdaqNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesTWP, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect TWP elects to terminate this Agreement as provided in this Section 79, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or any Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 5(k) and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon the execution and delivery hereof by the parties hereto have executed and delivered this Agreementhereto. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus, there has been any change or any development involving a prospective material adverse change in the business, prospects, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the UBS’ sole judgment of the Representativesjudgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the any Disclosure Package and or the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or Nasdaqthe NASDAQ Stock Market; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe American Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the UBS’ sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the any Disclosure Package and the Prospectus, Prospectus or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter, telegram or telecopy. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American New York Stock Exchange or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on NasdaqNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Companyany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package and Package, the Prospectus or and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaqthe NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering Offering or the delivery of the Units Securities on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActSecurities Act as in effect on July 20, 2010. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsSecurities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Western Gas Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesPGE, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Basic Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativesPGE, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration StatementProspectus, the Disclosure Package and the Prospectus if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or Nasdaqthe NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesPGE, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Basic Prospectus, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.been

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 the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American New York Stock Exchange or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on NasdaqNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Agents hereunder shall be subject to termination in the absolute discretion of the Representatives, Agents if (1x) since any of the time of execution of this Agreement or the earlier respective dates conditions specified in Section 5 have not been fulfilled as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units 10:00 A.M. New York City time on the terms and date specified in the manner contemplated in the Registration StatementSection 2, the Disclosure Package and the Prospectus or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaq; (Bii) a suspension or material limitation in trading in the Company’s 's securities on Nasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the Agents' sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering Offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If the Representatives Agents elect to terminate this Agreement as provided in this Section 76, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters Agents for any reason permitted under this Agreement, Agreement or if such sale is not carried out because of any refusal, inability or failure on the part of the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 4(j) hereof), and neither of the Underwriters Agents shall be under no any obligation or liability to the Company or the other Agent under this Agreement (except to Agreement. Under such circumstances, the extent provided Engagement Letter shall remain in Section 9 hereof) or to one another hereunderfull force and effect in accordance with its terms.

Effective Date of Agreement; Termination. (a) 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 the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations cash flows of the Company, the effect of which change or development isGuarantors and their respective subsidiaries, taken as a whole, other than as set forth in the sole judgment of the RepresentativesOffering Memorandum, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension any domestic or material limitation international event or act or occurrence has materially disrupted, or in the opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company's securities or for securities in general, (B) trading in securities generally on the NYSENew York Stock Exchange or American Stock Exchange shall have been suspended or materially limited, the NYSE American or Nasdaq; (B) a suspension minimum or material limitation in maximum prices for trading in the Company’s shall have been established, or maximum ranges for prices for securities shall have been required, on Nasdaq; such exchange, or by such exchange or other regulatory body or governmental authority having jurisdiction, (C) a general banking moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; state authorities, (D) there is an outbreak or escalation of armed hostilities or acts of terrorism involving the United States on or after the date hereof, or if there has been 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)which shall be, in the sole judgment of the RepresentativesInitial Purchasers' judgment, makes to make it inadvisable or impracticable or inadvisable to proceed with the public offering or the delivery of the Units Series A Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, Offering Memorandum or (3E) since the time of execution of this Agreement, there shall have occurred any downgradingbeen such a material adverse change in general economic, political or any notice financial conditions or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement if the effect of international conditions on the financial markets in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter United States shall be notified promptly such as, in writing. If the sale Initial Purchasers' judgment, makes it inadvisable or impracticable to proceed with the Underwriters delivery of the Units, Series A 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 with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunderhereby.

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 the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq“NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Initial Purchasers hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementPreliminary Memorandum, the Disclosure Package Final Memorandum and the Prospectus Term Sheet, there has been any change or any development involving a prospective change in the business, properties, managementcondition, financial condition or results of otherwise, or in the earnings, business or operations of the CompanyCompany and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Memorandum and the Prospectus Final Memorandum, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or Nasdaqthe NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Memorandum and the ProspectusFinal Memorandum, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter Initial Purchaser shall be notified promptly in writing. If the sale to the Underwriters Initial Purchasers of the UnitsNotes, 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 with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(g), 5 6 and 9 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 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Placement Agent hereunder shall be subject to termination in the absolute discretion of the Representatives, Placement Agent if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of the RepresentativesPlacement Agent’s judgment, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaqthe NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Placement Agent’s judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Statement and the Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect Placement Agent elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters Placement Agent for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 4(j) and 9 7 hereof), and the Underwriters Placement Agent shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 7 hereof) or to one another hereunder). Under such circumstances, the Engagement Letter shall remain in full force and effect in accordance with its terms.

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 the RepresentativesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on NasdaqNASDAQ; (C) a general moratorium on commercial banking activities declared by either U.S. or Canadian federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States States, Canada or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(n), 5 7 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American New York Stock Exchange or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on NasdaqNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(j), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)5, 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the RepresentativesUnderwriters, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of Holdings and the CompanySubsidiaries taken as a whole, except as disclosed in Registration Statement, the Disclosure Package and the Prospectus, the effect of which change or development is, in the sole judgment of the RepresentativesUnderwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s Holdings’ securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either U.S. federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D‎(D) or (E‎(E), in the sole judgment of the RepresentativesUnderwriters, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses, the Disclosure Package and the Prospectus, Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Holdings or any Subsidiary by any “nationally recognized statistical rating organization,” as registered under Section 15E of the Exchange Act (other than any downgrading in the rating of the Company’s 3.625% senior notes due 2024 or any notice given of any intended or potential downgrading in such rating or of a possible change in any such rating that term is defined in Rule 436(g)(2) under does not indicate the Actdirection of the possible change). If the Representatives Underwriters elect to terminate this Agreement as provided in this Section 7‎8, the Company and each other Underwriter Holdings shall be notified promptly in writing. If the sale issue to the Underwriters of the UnitsShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale issue is not carried out because Holdings, as the Company case may be, shall be unable to comply with any of the terms of this Agreement, the Company Holdings shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m)‎5, 5 ‎6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Holdings under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the several Underwriters hereunder shall be subject to termination purchase the Additional Shares at any time prior to any Additional Closing Date, as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the absolute discretion opinion of the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given Representative will in the Registration Statementimmediate future materially disrupt, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq; (B) a suspension or material limitation in trading in market for the Company’s securities or securities in general; or (ii) trading on NasdaqThe New York Stock Exchange (“NYSE”) or Nasdaq shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United Statesshall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities national or international hostilities, or any change in the United States or international financial markets, or any acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States, or (EB) there shall have been any other calamity or crisis or any change or development involving a prospective substantial change in financialUnited States’ or international political, political financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (DA) or (EB), in the sole judgment of the RepresentativesRepresentative, makes it impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Units Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and by the Prospectus, ; or (3v) since any of the time of execution of this Agreement, there events described in Section 7(f) shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of shall decline to purchase the Units, as contemplated by this Agreement, is not carried out by the Underwriters Shares for any reason permitted under this Agreement, or if such sale is not carried out because the Company . (c) Any notice of termination pursuant to this Section 12 shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunderwriting.

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 the Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, NYSE or the NYSE American or NasdaqNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the Representatives, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Units on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The several obligations of the several Underwriters Initial Purchasers hereunder shall be subject to termination in the absolute discretion of the RepresentativesUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Preliminary Memorandum and the Prospectus Final Memorandum, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the CompanyCompany and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativesUBS, so material and adverse as to make it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Memorandum and the Prospectus Final Memorandum, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or Nasdaqthe NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of the RepresentativesUBS, makes it impracticable impractical or inadvisable to proceed with the public offering or the delivery of the Units Notes on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package Preliminary Memorandum and the ProspectusFinal Memorandum, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect UBS elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter Initial Purchaser shall be notified promptly in writing. If the sale to the Underwriters Initial Purchasers of the UnitsNotes, 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 with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(m5(h), 5 6 and 9 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 9 10 hereof) or to one another hereunder.