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

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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT or the NASDAQ Global MarketNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSJefferies, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSJefferies, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectus, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSJefferies, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS Jefferies elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Company and its subsidiaries taken as a wholeany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pricing Disclosure Package, the Prospectus and the each Permitted Free Writing Prospectus, or (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyWES’s securities on the AMEXNYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company or any subsidiary of the Company Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Western Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global Stock Market; (B) a suspension or material limitation in trading in the Company’s securities common stock on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the your sole judgment of UBSjudgment, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Significant Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Offered Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX or the NASDAQ Global Market; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering offering, sale or the delivery of the Securities Offered Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Partnership by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesOffered Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSUBS Warburg LLC, if (1) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Preliminary Prospectuses and the Prospectus (y) there has been any material adverse change (financial or otherwise) or any development involving a prospective material adverse change (financial or otherwise) occurs, in the business, assets, properties, managementprospects, financial condition or results of operations of the Company Parent and its subsidiaries the Subsidiaries, taken as a whole, the effect of which change or development iswould, in the sole judgment of UBSUBS Warburg LLC, so material and adverse as to make it impractical impracticable or inadvisable to proceed with market the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in by the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2z) since the time of execution of this Agreement, (i) there shall have occurred: occurred any downgrading, or any notice shall have been given of (A) any intended or potential downgrading or (B) any surveillance or review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by Parent or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act, or (ii) if, at any time prior to the Closing Date (a) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange has occurred, the AMEX or the NASDAQ Global Market; (Bb) a suspension or material limitation in trading in the Companyof Parent’s securities on the AMEX; New York Stock Exchange has occurred, (Cc) a general moratorium on commercial banking activities has been declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; States has occurred, (Dd) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; war or (Ee) there occurs any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if of such magnitude in its effect on the effect financial markets of any such event specified the United States as, in clause each of clauses (Da) or through (Ee), in the sole judgment of UBSUBS Warburg LLC, makes would make it impractical or inadvisable impracticable to proceed with market the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in by the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS Warburg LLC elects to terminate this Agreement as provided in this Section 78, the Company Issuers and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the SecuritiesNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company Issuers shall be unable to comply with any of the terms of this Agreement, the Company Issuers shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company Issuers under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Disclosure Package, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been been, in the sole judgment of the Representatives, any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Disclosure Package, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Disclosure Package, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Partnership or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSJefferies, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSJefferies, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSJefferies, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS Jefferies elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, prospects, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 79, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(l), 5 7 and 9 11 hereof), the Manager shall not be under any obligation or liability under this Agreement and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives or any group of Underwriters (which may include the Representatives) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations operation of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole Representatives’ judgment or in the judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Representatives’ judgment or in the judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus or (3) since Prospectus. If the time of execution of this Agreement, there shall have occurred any downgrading, Representatives or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities group of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(n), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations operation of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities by the Commission or on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States States, the Republic of India or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 711, the Company Company, the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholder, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)7, 5 8 and 9 13 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSJefferies, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiary taken as a whole, the effect of which change or development is, in the sole judgment of UBSJefferies, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSJefferies, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS Jefferies elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), ; and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Underwriters and delivered this Agreement. The obligations the Company of notification of the several Underwriters hereunder shall be subject to termination in the absolute discretion effectiveness of UBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBS, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus, Statement or (2ii) since the time of execution of this Agreement, there . (b) The Underwriters shall have occurredthe right to terminate this Agreement at any time upon written notice to the Company prior to the consummation of the Closing if: (Ai) a suspension any domestic or material limitation international event or act or occurrence has materially disrupted, or in trading the opinion of the Underwriters will in securities generally on the NYSEimmediate future materially disrupt, the AMEX or the NASDAQ Global Market; (B) a suspension or material limitation in trading in market for the Company’s securities or securities in general; or (ii) trading on the AMEXNASDAQ Capital Market has been suspended or made subject to material limitations, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, on the NASDAQ Capital Market or by order of the Commission, FINRA or any other governmental authority having jurisdiction; or (Ciii) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United Stateshas occurred; or (Div) an (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or (EB) there has been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhereconditions, if the effect of any such event specified in clause (DA) or (EB), in the sole reasonable judgment of UBSthe Underwriters, is so material and adverse that such event makes it impractical impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Securities Shares on the terms and in the manner contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 9 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the Registration Statementaggregate, the Preliminary Prospectuses and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred less any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed amounts previously reimbursed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects including but not limited to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale $115,000 already paid to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunderout-of-pocket accountable expenses.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations operation of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNasdaq; (Bii) a suspension or material limitation in trading in the CompanyNew FreightCar America’s securities on the AMEXNasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7Xxxxxxx 00, Xxx XxxxxxxXxx Xxxxxxx, the Company Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because New FreightCar America or the Company Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, New FreightCar America or the Company Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k6(n), 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to New FreightCar America and the Company Selling Stockholders under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Company and its subsidiaries taken as a wholeany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pricing Disclosure Package, the Prospectus and the each Permitted Free Writing Prospectus, or (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company or any subsidiary of the Company Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. . (a) The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries Capital Entities taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX The New York Stock Exchange or the NASDAQ Global MarketNasdaq; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or Prospectus. (3b) since If the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects Representatives elect to terminate this Agreement as provided in this Section 7, the Company Capital Parties and each other Underwriter shall be notified promptly in writing. . (c) If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Capital Parties shall be unable to comply with any of the terms of this Agreement, the Company Capital Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Capital Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSUBS and Bear Xxxxxxx or any group of Underwriters (which may include UBS and Bear Xxxxxxx) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and Prospectus, the Prospectus and any Permitted Free Writing Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of New ARI, Old ARI and the Company and its subsidiaries Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS' and Bear Xxxxxxx' judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus, the Prospectus and the any Permitted Free Writing Prospectus, or (2y) since the time of execution of this Agreement, Agreement there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNasdaq; (Bii) a suspension or material limitation in trading in the Company’s New ARI's securities on the AMEXNasdaq; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS' and Bear Xxxxxxx' judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and Prospectus, the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred and any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActPermitted Free Writing Prospectus. If UBS and Bear Xxxxxxx or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company New ARI and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company New ARI or Old ARI shall be unable to comply with any of the terms of this Agreement, the Company New ARI or Old ARI shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company New ARI and Old ARI under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Managing Underwriters or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole Managing Underwriters’ judgment or in the judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, Agreement there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Managing Underwriters’ judgment or in the judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) of any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Managing Underwriters or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company Company, the Attorneys-in-Fact of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(n), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholders under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives or any group of Underwriters (which shall include the Representatives) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole Representatives’ judgment or in the judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Representatives’ judgment or in the judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Representatives or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and any Pre-Pricing Prospectus, the Prospectus or any Permitted Free-Writing Prospectus, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, any Pre-Pricing Prospectus, the Preliminary Prospectuses and the Prospectus or any Permitted Free-Writing Prospectus, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and any Pre-Pricing Prospectus, the Prospectus or any Permitted Free-Writing Prospectus, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company its subsidiaries by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and Disclosure Package or the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a wholeCompany, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (“NYSE”), the AMEX NYSE American or the NASDAQ Global MarketNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or federal, New York State or Cayman Islands authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of Holdings and the Company and its subsidiaries Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s Holdings’ securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either U.S. federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Holdings or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) registered under Section 15E of the Exchange Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 710, the Company Holdings, each Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because Holdings or any Selling Stockholder, as the Company case may be, shall be unable to comply with any of the terms of this Agreement, Holdings and the Company Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company Holdings or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries MPLX Parties taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXCommon Units; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Statesauthorities; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, (A) there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded of any securities of or guaranteed by the Company or any subsidiary of the Company Partnership by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(23(a)(62) of the Exchange Act and (B) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications its rating of any of the ActPartnership’s securities. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(j), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The Prior to the purchase of the Firm Shares by the Underwriters on the Closing Date, the obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and Disclosure Package or the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, propertiesprospects, management, properties, operations, condition (financial condition or otherwise) or results of operations of the Company and its subsidiaries Subsidiaries, or such change in general market conditions, taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENYSE MKT, the AMEX New York Stock Exchange or the NASDAQ Global The Nasdaq Stock Market; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE MKT; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representative, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Representative elect to terminate this Agreement as provided in this Section 76, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 4(j) and 9 7 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, prospects, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 79, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 and 9 Section 11 hereof), the Manager shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 6(b) and 7 hereof) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS’s judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’s judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. . (b) The obligations Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSCompany, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has shall have been any change or any development involving a prospective material adverse change in the business, properties, managementcondition (financial or otherwise), financial condition or liquidity, results of operations or prospects of the Company and its subsidiaries the Subsidiaries taken as a whole, whole the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery completion of the Securities on offering of Shares contemplated by this Agreement or to enforce contracts for the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectussale of such Shares, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE American or the NASDAQ Global Market; Nasdaq, (B) a suspension or material limitation in trading in the Company’s securities on the AMEX; NYSE American, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; , or (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; war or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, elsewhere if the effect of any such event specified in this clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery completion of the Securities on offering of Shares contemplated by this Agreement or to enforce contracts for the terms and in the manner contemplated in the Registration Statementsale of such Shares, the Preliminary Prospectuses and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in or withdrawal of, or any notice or announcement shall have been given or made of: (A) of any intended or potential downgrading in or (B) withdrawal of, or any watch, review or possible change that does not indicate an affirmation of, or improvement in the in, any rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesExchange Act. (c) In the event of any termination under Section 6(b) hereof, as contemplated by this Agreement, is not carried out by the Underwriters for neither party will have any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (other party hereto, except to the extent provided as set forth in Section 9 4 hereof) or to one another hereunder, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives or any group of Underwriters (which shall include the Representatives) which has agreed to purchase in the aggregate at least 50% of the Notes, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole Representatives’ judgment or in the judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Representatives’ judgment or in the judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Representatives or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(m), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The . (b) This Agreement shall terminate without further act or deed if any of the conditions precedent to the obligations of the several International Underwriters hereunder hereunder, as set forth in Section 6 hereof, shall not have been satisfied when and as required by this Agreement to be satisfied (unless otherwise waived or modified by the Joint Global Coordinators). (c) In addition, the Joint Representatives (for themselves and on behalf of the International Underwriters) shall be subject to termination entitled, in the their absolute discretion of UBSand by giving written notice to the Company to terminate this Agreement with immediate effect, if prior to 8:00 a.m. on the Listing Date: (1A) since trading generally shall have been suspended or materially limited on, or by, as the time case may be, any of execution of this Agreement the New York Stock Exchange, the American Stock Exchange, the Nasdaq or the earlier respective dates as SEHK: (B) trading of which information is given in the Registration Statement, the Preliminary Prospectuses and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations securities of the Company and its subsidiaries taken as shall have been suspended on any exchange or in any over-the-counter market; (C) a wholematerial disruption in securities settlement, payment or clearance services in the United States, the effect Cayman Islands, the PRC or Hong Kong; (D) any moratorium on commercial banking activities shall have been declared by the United States Federal, New York State, the Cayman Islands, the PRC or Hong Kong authorities; (E) there shall have occurred any outbreak or escalation of which hostilities or any change in financial markets, currency exchange rates or development iscontrols, or any calamity or crisis or any event or series of events in the nature of force majeure (including, without limitation, acts of government, declaration of a national, regional or international emergency or war, acts of war, acts of terrorism or acts of God) that, in the sole reasonable judgment of UBSthe Joint Representatives, so is material and adverse as to make it impractical adverse, and which, singly or inadvisable together with any other event specified in this clause, makes it, in the reasonable judgment of the Joint Representatives, impracticable to proceed with the public offering offer, sale or the delivery of the Securities Offer Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Hong Kong Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX or the NASDAQ Global Market; (B) a suspension or material limitation in trading in the Company’s securities on the AMEX; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBS, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses General Disclosure Package and the Prospectus Final Prospectus; and (F) the occurrence of an event that could be a material adverse change, or any development involving a prospective material adverse change, on the condition (3financial or otherwise), results of operations, business, properties, rights, assets, management, financial position of the Company and other members of the Group, taken as a whole or on the performance of the Company of its obligations under this Agreement, the Hong Kong Underwriting Agreement, the Stock Borrowing Agreement, the Price Determination Agreement, the Receiving Bank Agreement, the Registrar Agreement, each as defined in the Hong Kong Underwriting Agreement, and the Offer Shares, taken as a whole. (d) since If, after the time of execution and delivery of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary sale and delivery of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesOffer Shares, as contemplated by this Agreement, is not carried out by the Underwriters for as a result of any reason permitted under termination of this Agreement, Agreement pursuant hereto or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent as provided in Sections 4(k), 5 and Section 9 hereof), ) and the International Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent as provided in Section 9 hereof) or to one another hereunderunder this Agreement.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBS, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXAmex; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBS, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus or (3) since the time of execution of this AgreementProspectus, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(i), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of UBS, the Underwriter if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, condition (financial condition or otherwise), results of operations or prospects of the Company and its subsidiaries the Subsidiaries, taken as a whole, the effect of which change or development iswould, in the sole Underwriter's judgment of UBS, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the AMEXNew York Stock Exchange, Inc.; (Ciii) a general moratorium on commercial banking activities declared by either federal or federal, New York State or Louisiana State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole Underwriter's judgment of UBS, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading downgrading, or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If UBS the Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSany of the Joint Book-Running Managers or any group of Underwriters (which may include any of the Joint Book-Running Managers) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Adviser taken as a whole, the effect of which change or development iswould, in any of the sole Joint Book-Running Managers’ judgment or in the judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX New York Stock Exchange or the NASDAQ Global The Nasdaq Stock Market; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXThe Nasdaq Global Market; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war, the effect of which on the United States or international financial markets is such as to make it, in the judgment of the Joint Book-Running Managers, impracticable to market Shares or enforce contracts for the sale of the Shares; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in any of the Joint Book-Running Managers’ judgment or in the sole judgment of UBS, such group of Underwriters which has agreed to purchase in the aggregate at least 50% of the Firm Shares makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since Prospectus. If any of the time of execution of this Agreement, there shall have occurred any downgrading, Joint Book-Running Managers or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities group of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS Underwriters elects to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Managing Underwriters, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Managing Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Final Prospectuses, the Prospectuses and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSETSX, the AMEX Nasdaq, New York Stock Exchange, or the NASDAQ Global MarketAmerican Stock Exchange; (B) a suspension or material limitation in trading in the Company’s or the Parent’s securities on the AMEXTSX or Nasdaq; (C) a general moratorium on commercial banking activities declared by either federal U.S. federal, Canadian provincial or federal, or New York State state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (E) any other national or international calamity or crisis or any material adverse change in the financial, political or economic conditions in the United States States, Canada or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Managing Underwriters, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Final Prospectuses, the Prospectuses and the Prospectus or (3) since the time of execution of this AgreementPermitted Free Writing Prospectuses, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If UBS elects the Managing Underwriters elect to terminate this Agreement as provided in this Section 79, the Company Company, the Parent and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or the Parent, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Parent shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Parent under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, prospects, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX NYSE American or the NASDAQ Global MarketNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 79, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(kSection 5(t), 5 7 and 9 11 hereof), ) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective effective, upon the later of when (i) the parties hereto have executed and delivered this Agreement. The obligations received notification of the several Underwriters hereunder shall be subject to termination in the absolute discretion effectiveness of UBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBS, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus, Statement or (2ii) since the time of execution of this Agreement. To the extent that any Securities remain unsold hereunder at the expiration of the offering period, there this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective it may be terminated by the Company by notifying the Representatives or by the Representatives by notifying the Company. Notwithstanding the foregoing, the provisions of Sections 1, 5 and 7 through 16 shall at all times be in full force and effect. (b) The Representatives shall have occurred: the right to terminate this Agreement at any time prior to the Closing Date if (A) a suspension any domestic or material limitation international event or act or occurrence has materially disrupted, or in trading the Underwriters’ opinion will in securities generally on the NYSEimmediate future materially disrupt, the AMEX or the NASDAQ Global Market; (B) a suspension or material limitation in trading in market for the Company’s securities or securities in general; or (B) if trading on the AMEXNew York or American Stock Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) a general moratorium on commercial banking activities declared by either federal there shall have occurred any event of the type described in Section 1(d); or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Shares shall have become effective; or (E) if the United States becomes engaged in hostilities or there is an outbreak or escalation of national or international hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in war by the United States or elsewhere(ii) if there shall have been such change in United States or international political, financial or economic conditions if the effect of any such event specified in clause (Di) or (E), ii) as in the sole judgment of UBS, the Representatives makes it impractical impracticable or inadvisable to proceed with the public offering or the offering, sale and delivery of the Securities Shares on the terms and in contemplated by the manner contemplated in the Registration StatementProspectus. (c) Any notice of termination pursuant to this Section shall be by telephone, the Preliminary Prospectuses and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgradingtelex, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watchtelegraph, review or possible change that does not indicate an affirmation or improvement confirmed in the rating accorded any securities of or guaranteed writing by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunderletter.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. . (b) The obligations Representative may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSCompany, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has shall have been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development isMaterial Adverse Effect, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery completion of the Offering of Securities on contemplated by this Agreement or to enforce contracts for the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectussale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX NYSE American, The Nasdaq Global Market, The Nasdaq Global Select Market or Nasdaq, or the NASDAQ Global Market; establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on the AMEX; Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; , (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; war or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, elsewhere if the effect of any such event specified in this clause (D) or (E), in the sole judgment of UBSthe Representative, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery completion of the Offering of Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by Agreement or to enforce contracts for the Underwriters for any reason permitted under this Agreementsale of such Securities, or if such sale is not carried out because (E) the Company shall be unable to comply with is in material breach of any of its representations, warranties or covenants hereunder. (c) In the terms event of this Agreementany termination under Section 6(b) hereof, the Company shall not be under neither party will have any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (other party hereto, except to the extent provided as set forth in Section 9 4 hereof) or to one another hereunder, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Nasdaq Global Market; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act0000 Xxx. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 and 9 4(l) hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. . (b) The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSXxxxx or any group of Underwriters (which may include Xxxxx) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, prospects, financial condition or results of operations operation of the Company and its subsidiaries taken as a whole, the effect of which change or development iswould, in Xxxxx' judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global Nasdaq Stock Market; (B) a suspension or material limitation in trading in the Company’s 's securities on the AMEXAmerican Stock Exchange; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), ) in Xxxxx' judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus or Prospectus. (3c) since the time of execution of this Agreement, there shall have occurred any downgrading, If Xxxxx or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities group of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. . (d) If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(b), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Company and its subsidiaries taken as a wholeany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pricing Disclosure Package, the Prospectus and the each Permitted Free Writing Prospectus, or (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company or any subsidiary of the Company Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActSecurities Act as in effect on July 20, 2010. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Western Gas Parties shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(p), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) that has agreed to purchase in the aggregate at least 50% of the Firm Units, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the any Preliminary Prospectuses and Prospectus, the Prospectus and any Permitted Free Writing Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries Entities taken as a whole, the effect of which change or development iswhole that would, in UBS’s judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, any Preliminary Prospectus, the Preliminary Prospectuses Prospectus and the any Permitted Free Writing Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNasdaq; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’s judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the any Preliminary Prospectuses and Prospectus, the Prospectus and any Permitted Free Writing Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the any Company or any subsidiary of the Company Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. . (a) The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Manager, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Manager, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT LLC or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on NASDAQ or the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Manager, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or Prospectus. (3b) since If the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS Manager elects to terminate this Agreement as provided in this Section 79, the Company Capital Entities and each other Underwriter shall be notified promptly in writing. . (c) If the sale to the Underwriters of the SecuritiesNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Capitala Entities shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k6(n), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” ”, as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon execution by the parties hereto have executed and delivered this AgreementUnderwriters. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion of UBS, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Preliminary Prospectuses and the Prospectus there has been any change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of UBSyour reasonable judgment, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX New York Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warwar (other than the existing declaration of the War on Terror); or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, but only if the effect of any such event specified in clause (Div) or (E), v) in the sole your reasonable judgment of UBS, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby telephone, confirmed promptly by facsimile. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(k)(iv), 4(k)(vi), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Offered Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX or the NASDAQ Global Market; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Offered Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Partnership or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesOffered Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representative, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. Such termination shall have the effect of terminating this Agreement in its entirety, except for the applicable provisions referenced in the following paragraph. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or Operating Partnership shall be unable to comply with any of the terms of this Agreement, the Company and the Operating Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Operating Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE Amex or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXPrimary Stock Exchange; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (DA) or through (E), is in the sole judgment of UBSthe Representatives, makes so material or adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3iii) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (AX) any intended or potential downgrading or (BY) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Partnership or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become ---------------------------------------- effective when the parties hereto have executed and delivered this Agreementupon execution by you. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSyou or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1) if, since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement and Prospectus, the Preliminary Prospectuses and the Prospectus (y) there has been any change material adverse and unfavorable change, financial or any development involving a prospective change otherwise (other than as referred to in the Registration Statement and Prospectus), in the operations, business, properties, management, financial condition or results of operations prospects of the Company and its subsidiaries Subsidiaries taken as a whole, the effect of which change or development iswould, in your judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical or inadvisable impracticable to proceed with market the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the ProspectusShares, or (2z) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX or the NASDAQ Global Market; (B) a suspension or material limitation in trading in the Company’s securities on the AMEX; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBS, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “"nationally recognized statistical rating organization,” ", as that term is defined in Rule 436(g)(2) under the ActAct or, if, at any time prior to the time of purchase or, with respect to the purchase of any Additional Shares, the Option Closing Date, as the case may be, trading in securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment or in the judgment of such group of Underwriters, to make it impracticable to market the Shares. If UBS you or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company Company, the Selling Stockholder and each other Underwriter shall be notified promptly in writingby letter or telegram. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholder, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(n), 5 6 and 9 10 hereof, as applicable), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSCanaccord Genuity Inc., if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSCanaccord Genuity Inc., so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NASDAQ or the NASDAQ Global MarketNew York Stock Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSCanaccord Genuity Inc., makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus and the Prospectus or (3) since the time of execution of this AgreementPermitted Free Writing Prospectuses, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If UBS Canaccord Genuity Inc. elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Depositary Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global Stock Market; (B) a suspension or material limitation in trading in the Company’s securities common stock on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the your sole judgment of UBSjudgment, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Depositary Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Significant Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined used in Rule 436(g)(215c3-1(c)(2)(vi)(F) under the Exchange Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesDepositary Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) that has agreed to purchase in the aggregate at least 50% of the Firm Units, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the any Preliminary Prospectuses and Prospectus, the Prospectus and any Permitted Free Writing Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries Entities taken as a whole, the effect of which change or development iswhole that would, in UBS’s judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, any Preliminary Prospectus, the Preliminary Prospectuses Prospectus and the any Permitted Free Writing Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNasdaq; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’s judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the any Preliminary Prospectuses and Prospectus, the Prospectus and any Permitted Free Writing Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the any Company or any subsidiary of the Company Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of UBSthe Underwriter, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectus and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectus and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Underwriter, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectus and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Underwriter elects to terminate this Agreement as provided in this Section 710, the Company and each other Underwriter the Selling Stockholders shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, or if such sale is not carried out because the Company or any Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)7 and 12 hereof) and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 7, 5 8 and 9 12 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT, or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Stockholders and each other Underwriter and the Independent Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or any Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the your absolute discretion of UBSdiscretion, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pricing Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Registration Statement, Pricing Prospectus, the Prospectus or the Permitted Free Writing Prospectuses, the effect of which change or development isdevelopment, in the your sole judgment of UBSjudgment, so material and adverse as to make makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pricing Prospectus, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (C) a material disruption in securities settlement, payment or clearance services in the United States; (D) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United Statesauthorities; (DE) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (EF) any other calamity or crisis or any change in financial, political or economic conditions or financial markets in the United States or elsewhere, if the effect of any such event specified in clause (DE) or (EF), in the your sole judgment of UBSjudgment, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pricing Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company its subsidiaries by any “nationally recognized statistical rating organization,” ”, as that term is defined in Rule 436(g)(2) under the Act. If UBS elects you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representative, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the applicable Registration Statement, the Preliminary Prospectuses Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration StatementStatements, the Preliminary Prospectuses Prospectus, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE Amex or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXPrimary Stock Exchange; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (DA) or through (E), is in the sole judgment of UBSthe Representative, makes so material or adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration StatementStatements, the Preliminary Prospectuses Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3iii) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (AX) any intended or potential downgrading or (BY) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Partnership or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Representative elects to terminate this Agreement as provided in this Section 79, the Company Partnership, the Selling Unitholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership or the Selling Unitholders shall be unable to comply with any of the terms of this Agreement, the Company Partnership and the Selling Unitholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(m), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership or the Selling Unitholders under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the each Preliminary Prospectuses and Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, each Preliminary Prospectus, the Preliminary Prospectuses Prospectus and the each Permitted Free Writing Prospectus, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s 's securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) a suspension or material limitation in trading in the Company's securities on AIM; (E) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (EF) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D), (E) or (EF), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the each Preliminary Prospectuses and Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or any Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, by notice to the Company, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Time of Sale Information and the Prospectus Prospectus, there has been any change or any development involving a prospective material adverse change in the business, propertiesfinancial condition, management, financial condition or results of operations or prospects of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Time of Sale Information and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the sole judgment of UBS, the Representatives makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Time of Sale Information and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 78, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(k), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Offered Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX or the NASDAQ Global Market; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering offering, sale or the delivery of the Securities Offered Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Partnership by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesOffered Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NASDAQ or the NASDAQ Global MarketNew York Stock Exchange; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representative, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus and the Prospectus or (3) since the time of execution of this AgreementPermitted Free Writing Prospectuses, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If UBS the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon execution and delivery of a counterpart hereof by each of the parties hereto have executed and delivered this Agreement. The obligations hereto. (b) cash flows of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementCompany, the Preliminary Prospectuses Guarantors and the Prospectus there has been any change or any development involving a prospective change in the businesstheir respective subsidiaries, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, other than as set forth in the sole judgment of UBS, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the ProspectusOffering Memorandum, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension any domestic or material limitation international event or act or occurrence has materially disrupted, or in the opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company's securities or for securities in general, (B) trading in securities generally on the NYSENew York Stock Exchange or American Stock Exchange shall have been suspended or materially limited, the AMEX or the NASDAQ Global Market; (B) a suspension minimum or material limitation in maximum prices for trading in the Company’s shall have been established, or maximum ranges for prices for securities shall have been required, on the AMEX; such exchange, or by such exchange or other regulatory body or governmental authority having jurisdiction, (C) a general banking moratorium on commercial banking activities shall have been declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; state authorities, (D) there is an outbreak or escalation of armed hostilities or acts of terrorism involving the United States on or after the date hereof, or if there has been a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E)which shall be, in the sole judgment of UBSInitial Purchasers' judgment, makes to make it impractical inadvisable or inadvisable impracticable to proceed with the public offering or the delivery of the Securities Series A Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus Offering Memorandum or (3E) since the time of execution of this Agreement, there shall have occurred any downgradingbeen such a material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be such as, in the Initial Purchasers' judgment, makes it inadvisable or impracticable to proceed with the delivery of the Series A Notes as contemplated hereby. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telephonic facsimile, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watchtelegraph, review or possible change that does not indicate an affirmation or improvement confirmed in the rating accorded any securities of or guaranteed writing by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunderletter.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of UBSthe Underwriter, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX NASDAQ Capital Market or the NASDAQ Global MarketNYSE Amex; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ Capital Market; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Underwriter, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS the Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters Underwriter of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(s), 5 and 9 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSUBS and Credit Suisse, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSUBS and Credit Suisse, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSUBS and Credit Suisse, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watchdowngrading, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that such term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If UBS elects and Credit Suisse elect to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(j), 5 6, 10 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholders under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiary taken as a whole, the effect of which change or development iswould, in UBS's judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s 's securities on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS's judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActNRSRO. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute sole discretion of UBSthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares and the Warrants on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNasdaq, or the fixing of minimum or maximum prices for trading, or the requirement of maximum ranges for prices for securities by FINRA or by order of the Commission or any other government authority having jurisdiction; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or significant acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representative, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares and the Warrants on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares and the Warrants, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations operation of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 78, the Company Company, the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholder, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(a)(xvii), 5 6 and 9 10 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 9 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, and the Canadian Offering Documents, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or the Canadian Offering Documents or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NASDAQ or the NASDAQ Global MarketTSX; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE or the TSX; (C) a general moratorium on commercial banking activities declared by either Canadian or United States federal authorities or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States States, Canada or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representative, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or the Canadian Offering Documents or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Underwriters, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company Partnership and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXPrimary Stock Exchange; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (DA) or through (E), is in the sole judgment of UBSthe Underwriters, makes so material or adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3iii) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (AX) any intended or potential downgrading or (BY) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company Partnership or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If UBS elects the Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter Partnership shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when upon the execution and delivery hereof by the parties hereto have executed and delivered this Agreementhereto. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and Prospectus, the Prospectus and any Permitted Free Writing Prospectus, there has been any change or any development involving a prospective material adverse change in the business, prospects, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development iswould, in the UBS’ sole judgment of UBSjudgment, so material and adverse as to make it impractical or inadvisable impracticable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and any Disclosure Package or the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global Stock Market; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXAmerican Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in the UBS’ sole judgment of UBS, makes it impractical or inadvisable impracticable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses any Disclosure Package and the Prospectus or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby letter, telegram or telecopy. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global MarketNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or any Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except with respect to the Company to the extent provided in Sections 4(k5(n), 5 7, 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. . (a) The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Managers, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Managers, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT LLC or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on NASDAQ or the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Managers, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or Prospectus. (3b) since If the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects Managers elect to terminate this Agreement as provided in this Section 79, the Company Capital Entities and each other Underwriter shall be notified promptly in writing. . (c) If the sale to the Underwriters of the SecuritiesNotes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Capitala Entities shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k6(l), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Underwriter hereunder shall be subject to termination in the absolute discretion of UBSPacific Growth Equities, LLC if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementStatement or Prospectus, the Preliminary Prospectuses and the Prospectus there has been any change material adverse change, or any development involving a prospective change material adverse change, in the business, operations, properties, managementcondition (financial or other), financial condition business or business prospects, properties, or results of operations of the Company and its subsidiaries taken as a whole, the effect of which change or development iswould, in the sole judgment of UBSPacific Growth Equities, so material and adverse as to LLC, make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Offered Securities on the terms and in the manner contemplated in by the Registration Statement, the Preliminary Prospectuses and the Prospectus, Prospectus or (2y) since at any time prior to the time of execution of this AgreementClosing Date, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global Market; (B) a suspension Nasdaq National Market shall have suspended, or material limitation in trading in the Company’s securities limitations or minimum prices shall have been established on the AMEX; New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, (Cii) a general moratorium on commercial banking activities shall have been declared by either federal the Federal or New York State authorities or there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; , or (Diii) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war; war or (E) an occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSPacific Growth Equities, LLC makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Offered Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS the Underwriter elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writingby the Underwriter. If the sale to the Underwriters Underwriter of the Offered Securities, as contemplated by this Agreement, is not carried out by the Underwriters Underwriter for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(j), 5 and 9 8 hereof), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder).

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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Managing Underwriters, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, condition (financial condition or otherwise) or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Managing Underwriters, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, or (2b) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of UBSthe Managing Underwriters, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Managing Underwriters elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations Representatives may terminate this Agreement, by notice to the Partnership, prior to the Time of Purchase or the several Underwriters hereunder shall be subject to termination in the absolute discretion Additional Time of UBSPurchase, if any, (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries Capital Entities taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global Market; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNASDAQ Global Market; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pre-Pricing Prospectuses, the Prospectus and the Prospectus or (3) since the time of execution of this AgreementPermitted Free Writing Prospectuses, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Actif any. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company Capital Parties and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Capital Parties shall be unable to comply with any of the terms of this Agreement, the Company Capital Parties shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Capital Parties under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agency Agreement shall become effective when the parties hereto have executed and delivered this Agency Agreement. . (b) The obligations Agents shall have the right to terminate this Agency Agreement at any time prior to the Closing Date: (i) if any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the several Underwriters hereunder shall be subject to termination Agents will in the absolute discretion of UBSimmediate future materially disrupt, if the market for the Company’s securities or securities in general; or (1ii) since the time of execution of this Agreement or the earlier respective dates as of which information is given trading in the Registration StatementCommon Stock shall have been suspended by the Commission, the Preliminary Prospectuses and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a wholeCanadian Qualifying Authorities, the effect of which change NYSE MKT or development is, in the sole judgment of UBS, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and the Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENYSE MKT shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the AMEX NYSE MKT or by order of the NASDAQ Global MarketCommission or any other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on the AMEX; (C) a general banking moratorium on commercial banking activities has been declared by either any U.S. or Canadian federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United Statesshall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war; war by the United States or Canada or (EB) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (DA) or (EB), in the sole reasonable judgment of UBSthe Agents, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery Offering of the Offered Securities on the terms and in the manner contemplated by the Prospectuses. (c) Any notice of termination pursuant to this Section 9 shall be in writing. (d) If this Agency Agreement shall be terminated pursuant to any of the Registration Statement, the Preliminary Prospectuses and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgradingprovisions hereof, or if the sale of the Offered Securities provided for herein is not consummated because any notice condition to the obligations of the Agents set forth herein is not satisfied or announcement shall have been given because of any refusal, inability or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in failure on the rating accorded any securities of or guaranteed by the Company or any subsidiary part of the Company by to perform any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7agreement herein or comply with any provision hereof, the Company and each other Underwriter shall be notified promptly in writing. If the sale will, subject to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out demand by the Underwriters Agents, reimburse the Agents for any reason permitted under this Agreement, or if such sale is not carried out because all reasonable actual and accountable out-of-pocket expenses (including the Company shall be unable to comply with any fees and expenses of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(ktheir counsel), 5 and 9 hereof)incurred by the Agents in connection herewith, and the Underwriters shall be under no obligation or liability up to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunderUS$ 100,000.

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (which may include UBS) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a wholeCompany, the effect of which change or development iswould, in UBS’s judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’s judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSXxxxxxx Xxxxx, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Basic Prospectus, the Pricing Information, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries Partnership Entities taken as a whole, the effect of which change or development is, in the sole judgment of UBSXxxxxxx Xxxxx, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Offered Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Basic Prospectus, the Pricing Information, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX or the NASDAQ Global Market; (B) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSXxxxxxx Xxxxx, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Offered Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Basic Prospectus, the Pricing Information, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement (beyond announcements made prior to the date of this Agreement) shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS Xxxxxxx Xxxxx elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesOffered Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership shall be unable to comply with any of the terms of this Agreement, the Company Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSUBS Warburg or any group of Underwriters (which may include UBS Warburg) which has agreed to purchase in the aggregate at least 50% of the Firm Units, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change (other than as disclosed in the Registration Statement and Prospectus, exclusive of any amendments or supplements subsequent to the date hereof) or any development involving a prospective material adverse change in the businesscondition (financial or otherwise), propertiesearnings, management, financial condition business properties or results of operations of the Company and General Partner, the Partnership or its subsidiaries Subsidiaries taken as a whole, the effect of which change or development iswould, in UBS Warburg's judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s Partnership's securities on the AMEXNew York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; (v) any adverse change in economic conditions or in the financial markets in the United States resulting from any current hostilities, conflicts or wars involving the United States, including hostilities, conflicts and wars in and around Iraq and Afghanistan, or (Evi) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div), (v) or (E), vi) in UBS Warburg's judgment or in the sole -30- judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of or guaranteed by the Company General Partner, the Partnership or any subsidiary of the Company its Subsidiary by any “"nationally recognized statistical rating organization,” " as that term is defined in Rule 436(g)(2) under the Act. If UBS Warburg or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company General Partner or the Partnership shall be unable to comply with any of the terms of this Agreement, neither the Company General Partner nor the Partnership shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company General Partner or the Partnership under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBS, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBS, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, and the Canadian Offering Documents, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries taken as a whole, or of CPILP and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, or the Canadian Offering Documents or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NASDAQ or the NASDAQ Global MarketTSX; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNYSE or the TSX; (C) a general moratorium on commercial banking activities declared by either Canadian or United States federal authorities or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or a declaration by the United States or Canada of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States States, Canada or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, or the Canadian Offering Documents or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSUBS or any group of Underwriters which has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations operation of the Company and its subsidiaries the Subsidiaries, taken as a whole, the effect of which change or development iswould, in UBS’ judgment or in the sole judgment of UBSsuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (E), v) in UBS’ judgment or in the sole judgment of UBS, such group of Underwriters makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Statement and the Prospectus Prospectus, or (3z) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement improvement, in the rating accorded any securities of of, or guaranteed by the Company or any subsidiary of by, the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 79, the Company Company, the Representatives of the Selling Stockholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, Agreement or if such sale is not carried out because the Company or the Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company or the Selling Stockholder, as the case may be, shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(n), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company and the Selling Stockholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE American or the NASDAQ Global MarketNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 710, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or the Selling Stockholders, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)7, 5 8 and 9 19 hereof), and the Underwriters shall be under no obligation or liability to the Company or the Selling Stockholders under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Managers, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Managers, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX NYSE MKT LLC or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Managers, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Managers elect to terminate this Agreement as provided in this Section 79, the Company Capital Entities and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Capitala Entities shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k6(l), 5 7 and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representative, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses and Pricing Disclosure Package, the Prospectus and any Permitted Free Writing Prospectus, there has been any change change, or any development involving developments that are reasonably likely to result in, individually or in the aggregate, a prospective change material adverse change, in the business, propertiesassets, management, condition (financial condition or otherwise), prospects or results of operations of the Company and its subsidiaries taken as a wholeany Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Pricing Disclosure Package, the Prospectus and the each Permitted Free Writing Prospectus, or (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on the AMEXNYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if and, in the case of clause (iv) or (v), the effect of any such event specified in clause (D) or (E)event, in the sole judgment of UBSthe Representative, makes it impractical or inadvisable to proceed with the public offering Offering or the delivery of the Securities Units on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses and Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, or (3c) since the time of execution of this Agreement, there shall have occurred any downgradingdowngrading in, or any notice or announcement shall have been given or made of: of (Ai) any intended or potential downgrading or (Bii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by the Company or any subsidiary of the Company Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2Section 3(a)(62) under of the Exchange Act. If UBS elects the Representative elect to terminate this Agreement as provided in this Section 79, the Company Partnership, the Selling Unitholder and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesUnits, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company Partnership Entities or the Selling Unitholder shall be unable to comply with any of the terms of this Agreement, the Company Western Gas Parties and the Selling Unitholder shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k5(o), 5 7, and 9 11 hereof), and the Underwriters shall be under no obligation or liability to the Company Western Gas Parties or the Selling Unitholder under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.

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

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSUBS and Deutsche Bank, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiary taken as a whole, the effect of which change or development is, in the sole judgment of UBSUBS and Deutsche Bank, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX American Stock Exchange or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSUBS and Deutsche Bank, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects and Deutsche Bank elect to terminate this Agreement as provided in this Section 710, the Company Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company or any Selling Stockholder, as the case may be, shall be unable to comply with any of the terms of this Agreement, the Company and the Selling Stockholders shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k)7, 5 8 and 9 12 hereof), and the Underwriters shall be under no obligation or liability to the Company or any Selling Stockholder under this Agreement (except to the extent provided in Section 9 12 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSCantor, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSCantor, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSCantor, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActNRSRO. If UBS Cantor elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters Placement Agents hereunder shall be subject to termination in the absolute discretion of UBSthe Representative, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, there has been any change or any development involving a prospective change in the business, properties, management, condition (financial condition or otherwise) or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representative, so material and adverse as to make it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, or (2b) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE MKT or the NASDAQ Global MarketNASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (Ev) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (Div) or (Ev), in the sole judgment of UBSthe Representative, makes it impractical or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to by the Underwriters Placement Agents of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters Placement Agents for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(m), 5 and 9 8 hereof), and the Underwriters Placement Agents shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 8 hereof) or to one another hereunder).

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and its subsidiaries the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the AMEX NYSE Amex or the NASDAQ Global MarketNASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the SecuritiesShares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k4(l), 5 and 9 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBSthe Representatives, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus there has been any change or any development involving a prospective change in the business, properties, prospects, management, financial condition or results of operations of the Property, the Company or Series A and its subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of UBSthe Representatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus, Prospectus or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the AMEX NYSE Arca or the NASDAQ Global MarketNasdaq; (B) a suspension or material limitation in trading in the Company’s securities on the AMEXNasdaq; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the sole judgment of UBSthe Representatives, makes it impractical impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses Disclosure Package and the Prospectus or (3) since the time of execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any subsidiary of the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the ActProspectus. If UBS elects the Representatives elect to terminate this Agreement as provided in this Section 79, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company and Series A shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(kSection 5(u), 5 7 and 9 11 hereof), ) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 11 hereof) or to one another hereunder.