Common use of Conditions of the Obligations of the Purchasers Clause in Contracts

Conditions of the Obligations of the Purchasers. The several obligations of the Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are subject to the satisfaction or waiver, as determined by the Representative of the following conditions precedent on or prior to the Closing Date: (a) The Representative shall have received letters, dated (A) the date hereof, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information of the type ordinarily included in “accountants’ comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letter. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial condition, results of operations, business or properties of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes which, in the reasonable judgment of the Representative, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of 3(a)(62) under the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook. (c) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of the Closing Date. (d) The Representative shall have received (i) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P., regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state therein. (e) The Representative shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Representative shall have received a certificate, dated the Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in 7(b)(ii) and that the representations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change in the financial condition, results of operations, business or properties of the Company except as set forth in the General Disclosure Package or as described in such certificate. (g) The Company shall have executed and delivered the Fourth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (h) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (i) On or prior to the Closing Date, copies of the Financing Documents (other than the Indenture and the Notes) in the forms as previously delivered to the Purchasers or their counsel, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Trustee. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably request. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such termination.

Conditions of the Obligations of the Purchasers. The several obligations of the several Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are Offered Securities will be subject to the satisfaction or waiveraccuracy of the representations and warranties on the part of the Issuer and each Guarantor herein, as determined to the accuracy of the statements of officers of the Issuer and Holdings made pursuant to the provisions hereof, to the performance by the Representative Issuer and each Guarantor of their obligations hereunder and to the following additional conditions precedent on or prior to the Closing Dateprecedent: (a) The Representative Purchasers shall have received lettersa letter, dated (A) the date hereofof this Agreement, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to confirming that they are independent public accountants within the Representative and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information meaning of the type ordinarily included in Securities Act and the applicable published rules and regulations thereunder (“accountants’ comfort letters” to underwriters with respect to the financial statements Rules and certain financial information contained Regulations”) in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letter.form attached as Exhibit B. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes Holdings and its subsidiaries taken as one enterprise which, in the reasonable judgment of a majority in interest of the RepresentativePurchasers, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company Issuer or Holdings by any “nationally recognized statistical rating organization” (as defined for purposes of 3(a)(62Rule 436(g) under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company Issuer or Holdings (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company Issuer or Holdings has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Purchasers, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Issuer on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States; or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Purchasers, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The representations and warranties of the Company contained in this Agreement There shall be true and correct on and as of the Applicable Time and on exist at and as of the Closing Date no condition that would constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under any Transaction Agreement as if made on in effect at the Closing Date which condition would reasonably be expected to be material and as adverse to the interests of the Closing DatePurchasers. (d) The Representative Purchasers shall have received (i) an opinion and negative assurance letter of Xxxxxx opinion, dated the Closing Date, from Mayer, Brown, Xxxx & Xxxxxxx Maw LLP, counsel for the CompanyIssuer, substantially in the form of Exhibit C and substance reasonably satisfactory to the Representativefrom Xxxxxxx, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLPXxxx & Xxxxxxx, counsel for Holdings, substantially in the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in of Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P., regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state therein.D. (e) The Representative Purchasers shall have received from SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such the incorporation of the Issuer, the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Issuer to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as the Representative Purchasers may require, and the Company Issuer and Holdings shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Representative Purchasers shall have received a letter, dated the Closing Date, of Ernst & Young LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (g) The Purchasers shall have received a certificate, dated the Closing Date, of an executive officer of the Company Chief Executive Officer or any Vice President and a principal financial or accounting officer of the Company Holdings in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in 7(b)(ii) and that the representations and warranties in Section 2 of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that, subsequent to the respective date of the most recent financial statements in the General Disclosure PackageOffering Document, there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the financial condition, business, properties or results of operations, business or properties operations of the Company Holdings and its subsidiaries taken as a whole except as set forth in or contemplated by the General Disclosure Package Offering Document or as described in such certificate. (gh) The Company Issuer, the Guarantors and the Trustee shall have executed and delivered entered into the Fourth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, Indenture and the Representative Purchasers shall have received executed copies thereof. (h) The Company shall have executed and delivered the Registration Rights Agreementcounterparts, in form and substance reasonably satisfactory to the Representativeconformed as executed, and the Representative shall have received executed copies thereof. (i) The Issuer, the Guarantors and the Purchasers shall have entered into the Registration Rights Agreement and the Purchasers shall have received counterparts, conformed as executed, thereof. (j) The Offered Securities shall have been designated PORTAL securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL market. (k) On or prior to the Closing Date, copies the Issuer shall have provided to each of the Financing Documents (other than the Indenture Purchasers and the Notes) in the forms as previously delivered counsel to the Purchasers or their counselcopies of all Transaction Documents, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected including but not limited to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter legal opinions relating to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing DateTransactions. (l) The sale Equity Contribution shall have been consummated to the reasonable satisfaction of the Notes shall not be enjoined (temporarily or permanently) on the Closing DatePurchasers. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP The Acquisition shall have received such information, documents and letters as they may reasonably require for occurred or shall occur substantially simultaneously with the purposes closing of enabling them to pass upon the issuance purchase and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein containedOffered Securities. (n) The Trustee the Guarantors shall have executed counterparts of this Agreement in the form attached as Exhibit A hereto and the Purchasers shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Trusteecopies thereof. The Company Issuer will furnish the Representative Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Representative Purchasers reasonably request. If CSFB and Goldman may in their sole discretion waive on behalf of the Purchasers compliance with any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice conditions to the Company at any time on obligations of the Purchasers hereunder, whether in respect of an Optional Closing Date or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such terminationotherwise.

Conditions of the Obligations of the Purchasers. The several obligations of the several Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are Offered Securities will be subject to the satisfaction or waiveraccuracy of the representations and warranties on the part of the Company herein, as determined to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance in all material respects by the Representative Company of its obligations hereunder and to the following additional conditions precedent on or prior to the Closing Dateprecedent: (a) The Representative Purchasers shall have received letters(i) a letter, dated (A) the date hereofFebruary 4, 2004, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative Purchasers concerning the financial and other information with respect to the Company set forth in the offering circular dated February 4, 2004 and (Bii) a letter, dated the Closing Datedate of this Agreement, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements Purchasers concerning the financial and other information of the type ordinarily included in “accountants’ comfort letters” to underwriters with respect to the financial statements and certain financial information contained Company set forth in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letterDocument. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial conditionbusiness, results of assets, operations, business condition (financial or properties other) or prospects of the Company from that set forth in and the General Disclosure Package provided to prospective purchasers of the Notes Subsidiaries taken as a whole which, in the reasonable judgment of the Representative, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of 3(a)(62Rule 436(g) under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook, other than the rating downgrade announced by Xxxxx’x Investors Service, Inc. on the date hereof; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Representative, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representative, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The representations and warranties of the Company contained in this Agreement Purchasers shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of have received an opinion, dated the Closing Date. (d) The Representative shall have received (i) an opinion and negative assurance letter , of Xxxxxx Ropes & Xxxxxxx LLPXxxx, counsel for the Company, in such a form and substance as may be reasonably satisfactory to the Representative, to the effect set forth in Exhibit A hereto and to such further effect as counsel to requested by the Purchasers and their counsel. (d) The Purchasers shall have received opinions, dated the Closing Date, of local counsel from such jurisdictions and in such a form as may be reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to requested by the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P., regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state thereintheir counsel. (e) The Representative Purchasers shall have received from SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx Xxxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such the incorporation of the Company, the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Representative Purchasers shall have received a certificate, dated the Closing Date, of an executive officer of the Company President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, officers shall state to on behalf of the effect set forth in 7(b)(ii) and Company that the representations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Datecorrect, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure PackageOffering Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change in the financial conditionbusiness, results of assets, operations, business condition (financial or properties otherwise) or prospects of the Company and the Subsidiaries taken as a whole, except as set forth in or contemplated by the General Disclosure Package Offering Document or as described in such certificate. (g) The Company shall have executed and delivered the Fourth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative Purchasers shall have received executed copies thereofa letter, dated the Closing Date, of Ernst & Young LLP, which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (h) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (i) On Concurrently with or prior to the Closing Date, copies issuance and sale of the Financing Documents (other than Offered Securities by the Indenture Company, the Consents shall have been obtained and the Notes) in the forms as previously delivered to the Purchasers or their counsel, Amendment and Restatement shall be in full force and effect, effect and the Purchasers shall have received true and correct copies of all documents pertaining thereto and evidence reasonably satisfactory to the Purchasers of the effectiveness thereof. There shall exist at and as of the Closing Date (after giving effect to the transactions contemplated by this Agreement and the Amended and Restated Credit Agreement) no default or event of condition that would constitute a default (as such terms are defined in each such Financing Documentor an event that with notice or lapse of time, or both, would constitute a default) under any Financing Document the Amended and Restated Credit Agreement. (i) The Purchasers shall have occurred received a letter, dated the Closing Date, of Deloitte & Touche LLP in form and be continuing which would reasonably be expected substance satisfactory to have a Material Adverse Effectthe Purchasers concerning the financial and other information for the years ended December 31, 2001 and 2000. (j) The Independent Engineer Guarantors shall have delivered executed the Independent Engineer’s Reliance Letter to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report Joinder Agreement (the “Independent Engineer’s ReportJoinder Agreement”), nothing has come to ) in the attention of form attached as Exhibit A hereto and the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative Purchasers shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Trusteecopies thereof. The Company will furnish the Representative Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Representative Purchasers reasonably request. If The Representative may in its sole discretion waive on behalf of the Purchasers compliance with any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice conditions to the Company at any time on or prior to obligations of the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such terminationPurchasers hereunder.

Conditions of the Obligations of the Purchasers. The several obligations of the several Purchasers to purchase and pay for the Notes as provided Offered Securities will be subject to the accuracy of the representations and warranties on the part of the Issuers and the Guarantors herein on the Closing Date are subject to the satisfaction or waiver, as determined by the Representative of the following conditions precedent date hereof and on or prior to the Closing Date, to the accuracy of the statements of each of the Issuers and the Guarantors and their respective officers made pursuant to the provisions hereof, to the performance by each of the Issuers and the Guarantors of its obligations hereunder and to the following additional conditions precedent: (a) The Representative On the date of this Agreement and on the Closing Date PricewaterhouseCoopers LLP shall have received furnished to the Purchasers, at the request of the Issuers, letters, dated (A) the date hereof, respective dates of Ernst & Young LLP delivery thereof and KPMG LLPaddressed to the Purchasers, in customary form and substance satisfactory to the Representative and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information covering matters of the type ordinarily included customarily covered in “accountants’ ' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the General Disclosure Package Preliminary Offering Memorandum and the Final Offering CircularMemorandum as contemplated, except that the specific date referred to therein for the carrying out and only if permitted, by Statement of procedures shall be no more than three (3) business days prior to the date of such letterAuditing Standards No. 72. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes and its subsidiaries taken as one enterprise which, in the reasonable judgment of a majority in interest of the RepresentativePurchasers including Xxxxxxx Xxxxx Xxxxxx Inc., is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “"nationally recognized statistical rating organization” " (as defined for purposes of 3(a)(62Rule 436(g) under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Purchasers including Xxxxxxx Xxxxx Xxxxxx Inc., be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any material setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any general banking moratorium declared by U.S. Federal or, New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Purchasers including Xxxxxxx Xxxxx Xxxxxx Inc., the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of On the Closing Date. (d) The Representative shall have received , each of the following (i) an opinion and negative assurance of CGSH, counsel to the Issuers, (ii) letter of CGSH, (iii) opinion of Xxxxxx X. Xxxx, general counsel to the Issuers, (iv) opinion of Xxxx Xxxxxxxxx, as special Arizona counsel to the Issuers and (v) opinion of Xxxxxxxx, Xxxxx & Xxxxxxx Xxxxxx LLP, as special Rhode Island counsel for to the CompanyIssuers, shall have been furnished to the Purchasers, addressed to the Purchasers and dated the Closing Date, each in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P., regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state thereinPurchasers. (ed) The Representative Purchasers shall have received from SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLPXxxxx ("CS&M"), counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such the incorporation of the Company, the validity of the Offered Securities, the Offering Memorandum, the exemption from registration for the offer and sale of the Offered Securities by the Issuers to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as the Representative Xxxxxxx Xxxxx Xxxxxx Inc. may require, and the Company Issuers shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (fe) The Representative Purchasers shall have received a certificate, dated the Closing DateDate and executed by Xxxxx X. Xxxxxxx, of an as chief executive officer of the Company officer, and a principal Xxxx X. Xxxxxxxxx, as chief financial or accounting officer of the Company officer, in which such officers, to the best of their knowledge after reasonable investigation, shall state to that, on the effect set forth in 7(b)(ii) date hereof and that the representations on and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Date, the representations and warranties of each of the Issuers and Guarantors in this Agreement are true and correct, that each of the Company Issuers and Guarantors has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date dates of the most recent financial statements in the General Disclosure Package, Offering Document there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company except and its subsidiaries taken as set forth in a whole. (f) On the General Disclosure Package or as described in such certificateClosing Date, the Purchasers shall have received a counterpart of the Registration Rights Agreement which shall have been executed and delivered by duly authorized officers of the Issuers and the Guarantors. (g) The Company On the Closing Date, the Indenture shall have been duly executed and delivered by the Fourth Supplemental IndentureIssuers, in form the Guarantors and substance reasonably satisfactory to the RepresentativeTrustee, and the Representative Offered Securities shall have received been duly executed copies thereofand delivered by the Issuers and duly authenticated by the Trustee. (h) The Company Offered Securities shall have executed and delivered been approved by the Registration Rights Agreement, NASD for trading in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereofPORTAL market. (i) On the Closing Date or within a commercially reasonable time frame thereafter, the following documents and instruments relating to the Collateral shall have been delivered to the Purchasers: (1) a copy of the financing statements and such other instruments, including UCC financing statements, necessary to perfect the lien of, and the security interests to be created by, the Security Documents; and (2) a receipt executed on behalf of JPMorgan Chase Bank as the Administrative Agent acknowledging receipt in the State of New York of the certificates representing the pledged capital stock or other equity interests, as the case may be. (j) The Purchasers shall have received or shall receive within a commercially reasonable time frame, in respect of the Mortgages, a mortgagee's title policy of title insurance or marked-up title commitment for such insurance. Such policy or title commitment shall (i) be in an amount equal to the amount of title insurance coverage already provided to the Bank Lenders in respect of their security interest in the properties covered by such Mortgages; (ii) insure that the Mortgages insured thereby create a valid first lien on the property covered by such Mortgage, free and clear of all liens, defects and encumbrances other than Permitted Liens; (iii) provide affirmative mechanic's lien coverage; (iv) name the Collateral Agent, for the benefit of the holders of the Offered Securities, as the insured thereunder; (v) be in the form of ALTA Loan Policy-1992; and (vi) contain revolving endorsements and such applicable endorsements and effective coverage as contained in the title insurance policies delivered in connection with the Amended and Restated Credit Agreement. (k) On or prior to the Closing Date, copies Xxxxxxx Xxxxx Xxxxxx Inc. shall have received a completed Perfection Certificate in the form of Exhibit B dated the Closing Date and signed by an executive officer or financial officer of the Financing Documents (Issuers together with all attachments contemplated thereby and the results of lien searches, conducted by a search service reasonably satisfactory to Xxxxxxx Xxxxx Xxxxxx Inc., and Xxxxxxx Xxxxx Xxxxxx Inc. shall be satisfied that no liens are outstanding on the property or assets of the Issuers and the Guarantors, other than any such Liens (i) which constitute Permitted Liens or (ii) as to which Xxxxxxx Xxxxx Xxxxxx Inc. has received documentation reasonably satisfactory to it evidencing the Indenture termination of such Liens. (l) On or prior to the Closing Date, Xxxxxxx Xxxxx Xxxxxx Inc. shall have received an executed copy of the Amended and Restated Credit Agreement, among the Issuers and the Notes) in the forms as previously delivered to the Purchasers or their counselBank Lenders, which shall be in full force and effect, no default or event of default (as such effect on the terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected described in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing DateOffering Document. (m) On or before prior to the Closing Date, each of the duly executed Security Documents shall have been delivered to the Purchasers, and such Security Documents shall be in full force and effect on the terms described in the Offering Document. (n) On or prior to the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Collateral Sharing Agreement shall have received been delivered to the Purchasers, and such information, documents agreement shall be in full force and letters as they may reasonably require for effect on the purposes of enabling them to pass upon terms described in the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein containedOffering Document. (no) The Trustee On or prior to the Closing Date, an executed copy of the Registration Rights Agreement shall have received an opinion of Xxxxxx & Xxxxxxx LLPbeen delivered to the Purchasers, counsel and such agreement shall be in full force and effect on the terms described in the Offering Document. Documents described as being "in the agreed form" are documents which are in the forms which have been initialed for the Companypurpose of identification by CS&M, in form copies of which are held by the Company and substance reasonably satisfactory to Xxxxxxx Xxxxx Xxxxxx Inc., with such changes as the TrusteeCompany and Xxxxxxx Xxxxx Xxxxxx Inc. may approve. The Company Issuers will furnish the Representative Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Representative Purchasers reasonably request. If Xxxxxxx Xxxxx Xxxxxx Inc. may in its sole discretion waive on behalf of the Purchasers compliance with any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice conditions to the Company at any time on or prior to obligations of the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such terminationPurchasers hereunder.

Conditions of the Obligations of the Purchasers. The several obligations of the several Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are Offered Securities will be subject to the satisfaction or waiveraccuracy of the representations and warranties on the part of the Company herein, as determined to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance in all material respects by the Representative Company of its obligations hereunder and to the following additional conditions precedent on or prior to the Closing Dateprecedent: (a) The Representative Purchasers shall have received letters, dated (A) the date hereofof this Agreement, of Ernst & Young LLP and KPMG LLP, Deloitte & Touche LLP in form and substance satisfactory to the Representative Purchasers concerning the financial and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and other information of the type ordinarily included in “accountants’ comfort letters” to underwriters with respect to the financial statements Company and certain financial information contained AmeriPath set forth in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letterDocument. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial conditionbusiness, results of assets, operations, business condition (financial or properties other) or prospects of the Company from that set forth in Company, AmeriPath and the General Disclosure Package provided to prospective purchasers of the Notes Subsidiaries taken as a whole which, in the reasonable judgment of either of the RepresentativeManagers, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company or AmeriPath by any “"nationally recognized statistical rating organization” " (as defined for purposes of 3(a)(62Rule 436(g) under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or AmeriPath (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company or AmeriPath has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of either of the Managers, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company or AmeriPath on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of either of the Managers, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The representations and warranties of the Company contained in this Agreement Purchasers shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of have received an opinion, dated the Closing Date. (d) The Representative shall have received (i) an opinion and negative assurance letter , of Reboul, XxxXxxxxx, Xxxxxx & Xxxxxxx LLPXxxxxxx, counsel for the Company, substantially in the form and substance reasonably satisfactory to attached hereto as Exhibit A. (d) The Purchasers shall have received an opinion, dated the RepresentativeClosing Date, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLPXxxxxx & Bird, counsel for AmeriPath, substantially in the Companyform attached hereto as Exhibit B. (e) The Purchasers shall have received opinions, dated the Closing Date, of local counsel from such jurisdictions and in such a form and substance as may be reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to requested by the Purchasers may reasonably request, and their counsel. (iiif) The Purchasers shall have received an opinion dated the Closing Date, of Fulbright Winston & Xxxxxxxx L.L.P.Xxxxxx, special regulatory counsel for the Company, substantially in the form and substance reasonably satisfactory to the Representative, to the effect set forth in of Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state therein.C. (eg) The Representative Purchasers shall have received from SkaddenCravath, Arps, Slate, Xxxxxxx Swaine & Xxxx LLPXxxxx, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such the incorporation of the Company and AmeriPath, the validity of the Offered Securities, the Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as the Representative Managers may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (fh) The Representative Purchasers shall have received a certificate, dated the Closing Date, of an executive officer of the Company and a principal financial President or accounting officer any Vice President of the Company in which such officers, to the best of their knowledge after reasonable investigation, officer shall state to on behalf of the effect set forth in 7(b)(ii) and Company that the representations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Datecorrect, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure PackageOffering Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change in the financial conditionbusiness, results of assets, operations, business condition (financial or properties otherwise) or prospects of the Company Company, except as set forth in or contemplated by the General Disclosure Package Offering Document or as described in such certificate. (gi) The Company shall have executed and delivered the Fourth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative Purchasers shall have received executed copies thereof. (h) The Company shall have executed and delivered the Registration Rights Agreementa certificate, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (i) On or prior to dated the Closing Date, copies of the Financing Documents President or any Vice President and a principal financial or accounting officer of AmeriPath in which such officers shall state on behalf of AmeriPath that the representations and warranties of the Company in this Agreement that relate to AmeriPath are true and correct, and that, subsequent to the date of the most recent financial statements in the Offering Document, there has been no material adverse change, nor any development or event involving a prospective material adverse change in the business, assets, operations, condition (other than the Indenture financial or otherwise) or prospects of AmeriPath and the Notes) Subsidiaries taken as a whole, except as set forth in or contemplated by the forms Offering Document or as previously delivered to the Purchasers or their counsel, shall be described in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effectcertificate. (j) The Independent Engineer Purchasers shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineerreceived letters, dated the Closing Date, confirming of Ernst & Young LLP and Deloitte & Touche LLP, which meet the matters set forth requirements of subsection (a) of this Section, except that the specified date referred to in this paragraph in form and substance reasonably satisfactory such subsection will be a date not more than three days prior to the RepresentativeClosing Date for the purposes of this subsection. (k) The Representative Merger shall have received for its own account all fees due and payable to occurred or shall occur substantially simultaneously with the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds closing of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance purchase and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the TrusteeOffered Securities. The Company will furnish the Representative Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Representative Purchasers reasonably request. If The Managers may in their sole discretion waive on behalf of the Purchasers compliance with any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice conditions to the Company at any time on or prior to obligations of the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such terminationPurchasers hereunder.

Conditions of the Obligations of the Purchasers. The several obligations of the Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are subject to the satisfaction or waiver, as determined by the Representative of the following conditions precedent on or prior to the Closing Date: (a) The Representative shall have received letters, dated (A) the date hereof, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information of the type ordinarily included in “accountants’ comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letter. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial condition, results of operations, business or properties of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes which, in the reasonable judgment of the Representative, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of 3(a)(62) under the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook. (c) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of the Closing Date. (d) The Representative shall have received (i) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P.Norton Xxxx Xxxxxxxxx US LLP, regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state therein. (e) The Representative shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Representative shall have received a certificate, dated the Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in 7(b)(ii) and that the representations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change in the financial condition, results of operations, business or properties of the Company except as set forth in the General Disclosure Package or as described in such certificate. (g) The Company shall have executed and delivered the Fourth Sixth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (h) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (i) On or prior to the Closing Date, copies of the Financing Documents (other than the Indenture and the Notes) in the forms as previously delivered to the Purchasers or their counsel, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28January 30, 20142015, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Trustee. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably request. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such termination.

Conditions of the Obligations of the Purchasers. The several obligations of the Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are subject to the satisfaction or waiver, as determined by the Representative of the following conditions precedent on or prior to the Closing Dateprecedent: (a) The Representative shall have received letters, dated (A) the date hereof, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information of the type ordinarily included in “accountants’ comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letter. (b) Subsequent to the execution and delivery of this AgreementAgreement and prior to the Closing Date, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial condition, results of operations, business or properties of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes which, in the reasonable judgment of the Representative, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of in Section 3(a)(62) under the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook. (c) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of the Closing Date. (d) The Representative shall have received on the Closing Date (i) an opinion opinions and a negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, Representative and to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P., regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, Representative and to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iviii) an opinion of Xxxxxxxx XxxxxxXxxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, Representative and to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state therein. (e) The Representative shall have received on the Closing Date from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Representative shall have received on the Closing Date a certificate, dated the Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in Section 7(b)(ii) hereof and that the representations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change in the financial condition, results of operations, business or properties of the Company except as set forth in the General Disclosure Package or as described in such certificate. (g) The Company shall have executed and delivered the Fourth Eleventh Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (h) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (i) On or prior to the Closing Date, copies of the Financing Documents (other than the Indenture and the Notes) in the forms as previously delivered to the Purchasers or their counsel, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28January 31, 20142020, the date of the Independent Engineer’s Quarterly Monthly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Trustee. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably request. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such termination.

Conditions of the Obligations of the Purchasers. The several obligations of the several Purchasers to purchase and pay for the Notes as provided herein Offered Securities will be subject, after giving effect to the Transactions, to the accuracy of the representations and warranties on the Closing Date are subject part of the Company herein, to the satisfaction or waiveraccuracy of the statements of officers of the Company made pursuant to the provisions hereof, as determined to the performance by the Representative Company of its obligations hereunder and to the following additional conditions precedent on or prior to the Closing Dateprecedent: (a) The Representative At the time of execution of this Agreement, the Purchasers shall have received letters, dated (A) the date hereof, letters from each of Ernst Deloitte & Young Touche LLP and KPMG PricewaterhouseCoopers LLP, in form and substance reasonably satisfactory to the Representative Representatives, addressed to the Purchasers and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Securities and Exchange Commission (the “Commission”) and (Bii) the Closing Datestating, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information as of the type ordinarily included in “accountants’ comfort letters” to underwriters date hereof (or, with respect to matters involving changes or developments since the financial statements and certain respective dates as of which specified financial information contained is given in the General Disclosure Package and the Final most recent Preliminary Offering Circular, except that the specific as of a date referred to therein for the carrying out of procedures shall be no not more than three (3) business days prior to the date hereof), the conclusions and findings of such letterfirm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes and its subsidiaries taken as a whole which, in the reasonable judgment of the RepresentativeRepresentatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of 3(a)(62Rule 436(g) under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any announcement that setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company has been placed on negative outlookany exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Securities. (c) The representations Purchasers shall have received an opinion and warranties of the Company contained in this Agreement shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of negative assurance letter, each dated the Closing Date, of the General Counsel of the Company, substantially in the form set forth in Exhibit A-1 and Exhibit A-2 hereto. (d) The Representative Purchasers shall have received (i) an opinion and negative assurance letter letter, each dated the Closing Date, of Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, counsel for the Company, substantially in the form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit A hereto B-1 and to such further effect as counsel to Exhibit B-2 hereto. (e) The Purchasers shall have received an opinion, dated the Purchasers may reasonably requestClosing Date, (ii) an opinion of Xxxxxx Xxxxxxx Xxxxx LLPPLLC, Michigan counsel for the Company, substantially in the form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to C hereto. (f) The Purchasers shall have received an opinion, dated the Purchasers may reasonably requestClosing Date, (iii) an opinion of Fulbright Xxxxxx, Xxxxx & Xxxxxxxx L.L.P.Xxxxxxxx, P.C., special regulatory counsel for the Company, substantially in the form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state thereinhereto. (eg) The Representative Purchasers shall have received from SkaddenMilbank, ArpsTweed, Slate, Xxxxxxx Xxxxxx & Xxxx XxXxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such the validity of the Offered Securities, the General Disclosure Package and the Final Offering Circular, the exemption from registration for the offer and sale of the Offered Securities by the Company to the Purchasers and the resales by the Purchasers as contemplated hereby and other related matters as the Representative Representatives may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (fh) The Representative Purchasers shall have received a certificate, dated the Closing Date, of an executive officer of the Company Chief Executive Officer or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in 7(b)(ii) and that the representations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Datecorrect, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure Package, Package there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate. (g) The Company shall have executed and delivered the Fourth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (h) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereofFinal Offering Circular. (i) On With respect to the letters of Deloitte & Touche LLP and PricewaterhouseCoopers LLP referred to in paragraph (a) and delivered to the Purchasers concurrently with the execution of this Agreement (the “Initial Letter”), the Purchasers shall have received letters (each, a “Bring-Down Letter”) of such accountants, addressed to the Purchasers and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Final Offering Circular, as of a date not more than three (3) days prior to the date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Initial Letter and (iii) confirming in all material respects the conclusions and findings set forth in the Initial Letter. (j) The Acquisition shall have closed or close concurrently with the sale of the Offered Securities and each condition to the closing thereof contemplated by the Acquisition Documents will, on or prior to the Closing Date, have been satisfied or waived. The Purchasers shall have received conformed copies of the Financing Documents (other than the Indenture and the Notes) in the forms as previously delivered to the Purchasers or their counsel, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the TrusteeAcquisition Documents. The Company will furnish the Representative Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Representative Representatives shall reasonably request. If The Representatives may in their sole discretion waive on behalf of the Purchasers compliance with any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice conditions to the Company at any time on or prior to obligations of the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such terminationPurchasers hereunder.

Conditions of the Obligations of the Purchasers. The several obligations of the several Purchasers to purchase and pay for the Notes as provided herein Shares on the Closing Date are will be subject to the satisfaction or waiveraccuracy of the representations and warranties on the part of the Company herein, as determined to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Representative Company of its obligations hereunder and to the following additional conditions precedent on or prior to the Closing Dateprecedent: (a) The Representative Purchasers shall have received a letter, dated the date of this Agreement, of Deloitte & Touche LLP confirming that they are independent public accountants under rule 101 of the American Institute of Certified Public Accountants Code of Professional Conduct, and its interpretation and rulings and to the effect set forth in Schedule B-1 hereto. (b) The Purchasers shall have received letters, dated (A) the date hereofof delivery thereof (which shall be on or prior to the date of this Agreement), of Ernst & Young LLP and KPMG LLP, in form Miller, Kaplan, Arase & Co. and substance satisfactory Price Waterhouse LLP, confirming that they are independent public accountants under rule 101 of the American Institute of Certified Public Accountants Code of Professional Conduct and its interpretation and rulings and to the Representative and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, effect set forth in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information of the type ordinarily included in “accountants’ comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letterSchedule B-2 hereto. (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes or its subsidiaries which, in the reasonable judgment of a majority in interest of the RepresentativePurchasers including CSFBC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or Shares; (ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any “"nationally recognized statistical rating organization” " (as defined for purposes of 3(a)(62Rule 436(g) under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any announcement that setting of minimum prices for trading on such exchange or on the Company has been placed on negative outlook. (c) The representations and warranties Nasdaq National Market, or any suspension of trading of any securities of the Company contained on any exchange or in this Agreement shall be true and correct on and as the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Applicable Time and on and as Purchasers including CSFBC, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the Closing Date as if made on offering or sale of and as of payment for the Closing DateShares. (d) The Representative Purchasers shall have received (i) an opinion and negative assurance letter opinion, dated the Closing Date, of Xxxxxx Sullivan & Xxxxxxx LLPWorcester, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth effecx xxx xxrth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P., regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit Schedule C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state thereinhereto. (e) The Representative Purchasers shall have received an opinion, dated the Closing Date, of Dow, Lohnes & Albertson, FCC counsel for the Company, to the effxxx xxt fxxxx xx Xchedule D hereto. (f) The Purchasers shall have received from Skadden, Arps, Slate, Xxxxxxx Sullivan & Xxxx LLPCromwell, counsel for the Purchasers, such opinion or opixxxx xx opinions, dated datxx the Closing Date, with respect to such the incorporation of the Company, the validity of the Shares, the Offering Document, the exemption from registra tion for the offer and sale of the Shares by the Company to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as the Representative CSFBC may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (fg) The Representative Purchasers shall have received a certificate, dated the Closing Date, of an executive officer the Chief Executive Officer of the Company and a principal financial or accounting officer the Chief Financial Officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in 7(b)(ii) and that the representations represen tations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Datecorrect, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure Package, Offering Document there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the General Disclosure Package Offering Document or as described in such certificate. (gh) The Company shall have executed and delivered the Fourth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative Purchasers shall have received executed copies thereofa letter, dated the Closing Date, of each of Deloitte & Touche LLP and Ernst and Young LLP which meets the requirements of subsections (a) and (b), respectively of this Section, except that the specified date referred to in such subsection will be a date not more than five days prior to such Closing Date for the purposes of this subsection. (hi) The Company shall have executed and delivered On the Closing Date, the Registration Rights Agreement, in form and substance reasonably satisfactory to the RepresentativePurchasers, and the Representative shall have received been duly executed copies thereof. (i) On or prior to and delivered by the Closing Date, copies of the Financing Documents (other than the Indenture Company and the Notes) in the forms as previously delivered to the Purchasers or their counsel, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Trustee. The Company will furnish the Representative Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Representative Purchasers reasonably request. If CSFBC may in its sole discretion waive on behalf of the Purchasers compliance with any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice conditions to the Company at any time on or prior to obligations of the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such terminationPurchasers hereunder.

Conditions of the Obligations of the Purchasers. The several obligations of the Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are subject to the satisfaction or waiver, as determined by the Representative of the following conditions precedent on or prior to the Closing Dateprecedent: (a) The Representative shall have received letters, dated (A) the date hereof, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information of the type ordinarily included in “accountants’ comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letter. (b) Subsequent to the execution and delivery of this AgreementAgreement and prior to the Closing Date, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial condition, results of operations, business or properties of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes which, in the reasonable judgment of the Representative, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of in Section 3(a)(62) under the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook. (c) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of the Closing Date. (d) The Representative shall have received on the Closing Date (i) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P.Norton Xxxx Xxxxxxxxx US LLP, regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state therein. (e) The Representative shall have received on the Closing Date from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Representative shall have received on the Closing Date a certificate, dated the Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in Section 7(b)(ii) hereof and that the representations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change in the financial condition, results of operations, business or properties of the Company except as set forth in the General Disclosure Package or as described in such certificate. (g) The Company shall have executed and delivered the Fourth Tenth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (h) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (i) On or prior to the Closing Date, copies of the Financing Documents (other than the Indenture and the Notes) in the forms as previously delivered to the Purchasers or their counsel, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28February 27, 20142017, the date of the Independent Engineer’s Quarterly Monthly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Trustee. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably request. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such termination.

Conditions of the Obligations of the Purchasers. The several obligations of the Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are subject to the satisfaction or waiver, as determined by the Representative of the following conditions precedent on or prior to the Closing Date: (a) The Representative shall have received letters, dated (A) the date hereof, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative and (B) the Closing Date, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the Representative, which letters shall each contain confirming statements and information of the type ordinarily included in “accountants’ comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three four (34) business days prior to the date of such letter. (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the financial condition, results of operations, business or properties of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes which, in the reasonable judgment of the Representative, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of 3(a)(62) under the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook. (c) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Applicable Time and on and as of the Closing Date as if made on and as of the Closing Date. (d) The Representative shall have received (i) an opinion and negative assurance letter of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P., regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state therein. (e) The Representative shall have received from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representative may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (f) The Representative shall have received a certificate, dated the Closing Date, of an executive officer of the Company and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in 7(b)(ii) and that the representations and warranties of the Company in this Agreement were true and correct as of the Applicable Time and are true and correct as of the Closing Date, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, that, subsequent to the date of the most recent financial statements in the General Disclosure Package, there has been no material adverse change in the financial condition, results of operations, business or properties of the Company except as set forth in the General Disclosure Package or as described in such certificate. (g) The Company shall have executed and delivered the Fourth Fifth Supplemental Indenture, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (h) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (i) On or prior to the Closing Date, copies of the Financing Documents (other than the Indenture and the Notes) in the forms as previously delivered to the Purchasers or their counsel, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectively, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Date. (l) The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date. (m) On or before the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP shall have received such information, documents and letters as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Notes as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. (n) The Trustee shall have received an opinion of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Trustee. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably request. If any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such termination.

Conditions of the Obligations of the Purchasers. The several obligations of the several Purchasers to purchase and pay for the Notes as provided herein on the Closing Date are Offered Securities will be subject to the satisfaction or waiveraccuracy of the representations and warranties on the part of the Issuer and the Guarantors herein, as determined to the accuracy of the statements of officers of the Issuer and any Guarantor made pursuant to the provisions hereof, to the performance by the Representative Issuer and each Guarantor of their obligations hereunder and to the following additional conditions precedent on or prior to the Closing Dateprecedent: (a) The Representative Purchasers shall have received lettersa letter, dated (A) the date hereofof this Agreement, of Ernst Deloitte & Young LLP and KPMG Touche LLP, in form and substance satisfactory to the Representative and Purchasers, concerning certain financial information for the fiscal year 2004 with respect to Holdings set forth in the Offering Document. (Bb) The Purchasers shall have received a letter, dated the Closing Datedate of this Agreement, of Ernst & Young LLP and KPMG LLP, in form and substance satisfactory to the RepresentativePurchasers, which letters shall each contain confirming statements concerning certain financial information for the fiscal years 2000, 2001, 2002 and information of the type ordinarily included in “accountants’ comfort letters” to underwriters 2003 with respect to the financial statements and certain financial information contained Holdings set forth in the General Disclosure Package and the Final Offering Circular, except that the specific date referred to therein for the carrying out of procedures shall be no more than three (3) business days prior to the date of such letterDocument. (bc) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company from that set forth in the General Disclosure Package provided to prospective purchasers of the Notes whichand its subsidiaries taken as one enterprise that, in the reasonable judgment of a majority in interest of the RepresentativePurchasers, including CSFB, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes in the manner contemplated in the General Disclosure Package or Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company or the Guarantors by any “nationally recognized statistical rating organization” (as defined for purposes of 3(a)(62Rule 436(g) under the Exchange Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company or the Guarantors (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has or the Guarantors have been placed on negative outlook. ; (ciii) The representations and warranties any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Purchasers, including CSFB, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company contained or the Guarantors on any exchange or in this Agreement shall be true and correct on and as the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Applicable Time and on and as Purchasers, including CSFB, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the Closing Date as if made on offering or sale of and as of payment for the Closing DateOffered Securities. (d) The Representative Purchasers shall have received (i) an opinion and negative assurance letter dated the Closing Date, of Weil, Gotshal & Xxxxxx & Xxxxxxx LLP, LLP counsel for the Company, Company in the form and substance reasonably satisfactory to the Representative, to the effect set forth in on Exhibit A hereto and to such further effect as counsel to the Purchasers may reasonably request, (ii) an opinion of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit B hereto and to such further effect as counsel to the Purchasers may reasonably request, (iii) an opinion of Fulbright & Xxxxxxxx L.L.P., regulatory counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit C hereto and to such further effect as counsel to the Purchasers may reasonably request and (iv) an opinion of Xxxxxxxx Xxxxxx, L.L.C., Louisiana counsel for the Company, in form and substance reasonably satisfactory to the Representative, to the effect set forth in Exhibit D hereto and to such further effect as counsel to the Purchasers may reasonably request. Such opinions and letter shall be dated as of the Closing Date and rendered to the Purchasers at the request of the Company and shall so state thereinhereto. (e) The Representative Purchasers shall have received an opinion, dated the Closing Date, of Xxxxxxx Xxxxxx, Vice President, Human Resources and General Counsel for the Company, in the form set forth on Exhibit B hereto. (f) The Purchasers shall have received from Skadden, Arps, Slate, Xxxxxxx O’Melveny & Xxxx Xxxxx LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to such the incorporation of PIH, the Company and the Guarantors, with respect to the validity of the Offered Securities, the Guarantee, the Offering Document, the exemption from registration for the offer and sale of the Offered Securities by the Issuer to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as the Representative CSFB may require, and the Company Issuer and Guarantors shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (fg) The Representative Purchasers shall have received a certificate, dated the Closing Date, of an executive officer of the Company President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state to the effect set forth in 7(b)(ii) and that the representations and warranties of the Company in this Agreement were true and correct Agreement, insofar as of they relate to the Applicable Time and Company, are true and correct as of the Closing Datecorrect, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements in the General Disclosure Package, Offering Document there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition (financial conditionor other), business, properties or results of operations, business or properties operations of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package Offering Document or as described in such certificate. (gh) The Company Purchasers shall have executed received a certificate, dated the Closing Date, of the President or any Vice President and delivered a principal financial or accounting officer of PIH in which such officers, to the Fourth Supplemental Indenturebest of their knowledge after reasonable investigation, shall state that the representations and warranties of PIH in form this Agreement are true and substance correct, that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (i) The Issuer and the Guarantors shall deliver to the Purchasers, among other documents and certificates as the Purchasers shall reasonably request, Secretary’s Certificates, dated the Closing Date, reasonably satisfactory to the RepresentativePurchasers that shall include the following documents with respect to the Company and each of the Guarantors: (a) certificates of incorporation, (b) by-laws, (c) resolutions of the Board of Directors of each entity, (d) certificates of good standing from the jurisdiction of incorporation or organization of each such entity and (e) certificates of good standing and/or qualifications to do business as a foreign corporation in such jurisdictions as the Representative Purchasers’ reasonably request. (j) The Purchasers shall have received executed copies thereofa letter, dated the Closing Date, of Deloitte & Touche LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Closing Date for the purposes of this subsection. (h) The Company shall have executed and delivered the Registration Rights Agreement, in form and substance reasonably satisfactory to the Representative, and the Representative shall have received executed copies thereof. (ik) On or prior to the Closing Date, copies of the Financing Documents (other than Issuer and the Guarantors shall have executed the Registration Rights Agreement and the Purchasers shall have received a copy thereof; the Issuer, the Guarantors and the Trustee shall have entered into the Indenture and the Notes) in the forms as previously delivered to the Purchasers or their counsel, shall be in full force and effect, no default or event of default (as such terms are defined in each such Financing Document) under any Financing Document shall have occurred and be continuing which would reasonably be expected to have a Material Adverse Effect. (j) The Independent Engineer shall have delivered the Independent Engineer’s Reliance Letter to the Representative; and since April 28, 2014, the date of the Independent Engineer’s Quarterly Construction Report (the “Independent Engineer’s Report”), nothing has come to the attention of the Independent Engineer in connection with the preparation of the Independent Engineer’s Report which would cause the Independent Engineer to believe that the Independent Engineer’s Report, as of its date, was inaccurate or misleading in any material respect, as evidenced by a certificate of an authorized representative of the Independent Engineer, dated the Closing Date, confirming the matters set forth in this paragraph in form and substance reasonably satisfactory to the Representative. (k) The Representative shall have received for its own account all fees due and payable to the Representative pursuant to this Agreement and all such costs and expenses for which invoices have been presented (collectivelycopies, the “Closing Date Transaction Costs”). All such amounts will be paid with proceeds of the Notes and will be reflected in the funding instructions given by the Company to the Purchasers on or before the Closing Dateconformed as executed, thereof. (l) The sale Company and the Guarantors shall have executed counterparts of this Agreement and the Notes Purchasers shall not be enjoined (temporarily or permanently) on the Closing Datehave received copies, conformed as executed, thereof. (m) On or before prior to the Closing Date, the Representative and Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP Issuer shall have received provided to the Purchasers and counsel to the Purchasers true and correct executed copies of all Transaction Documents executed and delivered on or prior to such information, documents and letters as they may reasonably require for the purposes of enabling them date (including but not limited to pass upon the issuance and sale of the Notes as contemplated herein, or all legal opinions delivered in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein containedconnection therewith). (n) The Trustee On the Closing Date, the Acquisition, the Mergers and the related transactions (including borrowings under the New Credit Facility and the Equity Contribution) shall have received an opinion been consummated as described in the Offering Document. (o) The New Credit Facility (as defined in the Offering Document), which contains terms similar in all material respects to those described in the Offering Document, shall have become effective in accordance with its terms and there shall exist at and as of Xxxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance reasonably satisfactory Closing Date (after giving effect to the TrusteeTransactions contemplated by this Agreement and the application of the proceeds received by the Issuers from the sale of the Offered Securities) no condition that would constitute an Event of Default (as defined in the Credit Agreement) under the Credit Agreement. The PIH, the Company and the Guarantors will furnish the Representative Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Representative Purchasers reasonably request. If CSFB may in its sole discretion waive on behalf of the Purchasers compliance with any condition specified in this Section 7 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representative by notice conditions to the Company at any time on or prior to obligations of the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 5(j), 8 and 12 hereof shall at all times be effective and shall survive such terminationPurchasers hereunder.