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

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (v) a general banking moratorium shall have been declared by federal or New York authorities, (vi) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Representative and delivery the Company of a counterpart hereof by each notification of the parties heretoeffectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of Sections 1, 5(c), 7, 8 and 11 through 16, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Underwriters Representative shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations opinion of the Underwriters under this Agreement to be fulfilled by Representative will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select Market or NASDAQ Global Market the NYSE Amex shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the NASDAQ Global Market or the NYSE Amex or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities or trust preferred stock by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (v) a general banking moratorium (A) there shall have been declared by federal or New York authorities, (vi) there is an occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentjudgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Firm Securities on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b9(b) hereof), or if the sale of the Securities provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Representative, reimburse the Underwriters for all of their reasonable only those out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the Underwriters’ their counsel) actually incurred by the Underwriters in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and delivery of a counterpart Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof by each of to the parties heretoextent they are in compliance with FINRA Rule 5110. (b) The Underwriters Representative shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations reasonable opinion of the Underwriters under this Agreement to be fulfilled by Representative will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Global Stock Market shall have has been suspended or materially limitedmade subject to material limitations or minimum or maximum prices for trading have been fixed, or minimum maximum ranges for prices shall for securities have been established thereon required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or by such exchange or any other regulatory body or governmental authority having jurisdiction, ; or (viii) a general banking moratorium shall have has been declared by any state or federal authority or New York authorities, any material disruption in commercial banking or securities settlement or clearance services has occurred; or (viiv) (A) there is an has occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there has been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions, if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentreasonable judgment of the Underwriter, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Shares on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Except as otherwise stated in this section, the Agreement may not be terminated by the Company shall have the right to terminate this Agreement at any time prior to the consummation of the Closing prior to the completion of the Engagement Period, other than for “Cause.” “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of the Agreement by the Underwriters. In the event that the Company believes that the Underwriter has engaged conduct constituting Cause, it must first notify the Underwriters in writing of the facts and circumstances supporting such an assertion(s) and allow the Underwriters twenty five (25) days to cure such alleged conduct. (d) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterand delivered in accordance with Section 12. (de) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Underwriter set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Underwriters, reimburse the Underwriters for all of their reasonable only those documented out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters’ counsel) incurred Underwriters in connection with this Agreement. (eherewith as allowed under FINRA Rule 5110(g)(4)(A) If less any one or more Underwriters shall fail to purchase and pay for any of amounts previously paid by the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchaseCompany); provided, however, that in all such expenses, including the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities costs and expenses set forth in Schedule I heretoSection 6(d) which were actually paid, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes exceed $250,000 in the Registration Statement and the Final Prospectus or in aggregate, including any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunderadvances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Underwriter and delivery the Company of a counterpart hereof by each notification of the parties heretoeffectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110. (b) The Underwriters Underwriter shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations reasonable opinion of the Underwriters under this Agreement to be fulfilled by Underwriter will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Global Stock Market shall have has been suspended or materially limitedmade subject to material limitations, or minimum or maximum prices shall for trading have been established thereon fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or by such exchange or any other regulatory body or governmental authority having jurisdiction, ; or (viii) a general banking moratorium shall have has been declared by any state or federal authority or New York authorities, any material disruption in commercial banking or securities settlement or clearance services has occurred; or (viiv) (A) there is an has occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on Japan or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or Japan, or (B) there has been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions, if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentreasonable judgment of the Underwriter, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Shares on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 12 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterand delivered in accordance with Section 13. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Underwriter set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Underwriter, reimburse the Underwriters Underwriter for all of their reasonable only those documented out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters’ counsel) incurred Underwriter in connection with this Agreement. (e) If herewith as allowed under FINRA Rule 5110 less any one or more Underwriters shall fail to purchase and pay for any of amounts previously paid by the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchaseCompany); provided, however, that in all such expenses, including the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities costs and expenses set forth in Schedule I heretoSection 6(d) which were actually paid, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes exceed $180,000 in the Registration Statement and the Final Prospectus or in aggregate, including any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunderadvances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Representative and delivery the Company of a counterpart hereof by each notification of the parties heretoeffectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations reasonable opinion of the Underwriters under this Agreement to be fulfilled by will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Global Stock Market shall have has been suspended or materially limitedmade subject to material limitations, or minimum or maximum prices shall for trading have been established thereon fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or by such exchange or any other regulatory body or governmental authority having jurisdiction, ; or (viii) a general banking moratorium shall have has been declared by any state or federal authority or New York authorities, any material disruption in commercial banking or securities settlement or clearance services has occurred; or (viiv) (A) there is an has occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there has been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions, if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentreasonable judgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Shares on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterand delivered in accordance with Section 12. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Representative set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Representative, reimburse the Underwriters Representative for all of their reasonable only those documented out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters’ counsel) incurred Representative in connection with this Agreement. (e) If herewith as allowed under FINRA Rule 5110 less any one or more Underwriters shall fail to purchase and pay for any of amounts previously paid by the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchaseCompany); provided, however, that in all such expenses, including the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities costs and expenses set forth in Schedule I heretoSection 6(d) which were actually paid, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes exceed $80,000 in the Registration Statement and the Final Prospectus or in aggregate, including any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunderadvances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Representative and delivery the Company of a counterpart hereof by each notification of the parties heretoeffectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 4, 5, 7, 8 and 14 and 15, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Underwriters Representative shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations opinion of the Underwriters under this Agreement to be fulfilled by Representative will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Global Nasdaq Stock Market shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the Nasdaq Stock Market or by order of the Commission, FINRA or by such exchange or any other regulatory body or governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (v) a general banking moratorium (A) there shall have been declared by federal or New York authorities, (vi) there is an occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentjudgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Units on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to Section 11(b), any of the provisions hereof or if the sale of the Securities provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Representative, reimburse the Underwriters for all of their reasonable those out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the Underwriters’ counsel) Counsel), actually incurred by the Underwriters in connection with this Agreementherewith in an aggregate amount not to exceed $150,000 less the Advances previously paid. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersRepresentative, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company or the Co-Issuer if, on or prior to such date, (i) the Company Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its their part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company any Issuer pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or New York authorities, (viv) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Representative's judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum or (viivi) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Representative's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile telephone or telegraphfacsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to clause (i) or (ii) of Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its their part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will Issuers will, subject to demand by the Initial Purchasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the Underwriters’ Initial Purchasers' counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Representative and delivery the Company of a counterpart hereof by each notification of the parties heretoeffectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Underwriters Representative shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations opinion of the Underwriters under this Agreement to be fulfilled by Representative will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market the AMEX shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the Nasdaq Stock Market or the NYSE AMEX or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities or trust preferred stock by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (v) a general banking moratorium (A) there shall have been declared by federal or New York authorities, (vi) there is an occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentjudgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Shares on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 12 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b10(b) hereof), or if the sale of the Securities Shares provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Representative, reimburse the Underwriters for all of their reasonable only those out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters’ counsel) incurred Underwriters in connection with this Agreement. (e) If herewith up to $150,000 less any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased amounts previously paid by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) 11.1 This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) 11.2 The Underwriters Initial Purchaser shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchaser, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchaser's part to the Company or any of the Guarantors if, on or prior to such date, (i) the Company or any of the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its their part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchaser hereunder as provided in Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersrequired, (iii) in the reasonable judgment of the Initial Purchaser, any material adverse change shall have occurred since the respective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the Company and its subsidiaries, taken as a whole, other than as set forth in the Offering Memorandum, or (iv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Initial Purchaser will in the immediate future materially disrupt, the market for the Company's securities or for securities in general; or (B) trading in securities generally on the Company’s securities on any exchange New York or in American Stock Exchanges or the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been established thereon by established, or maximum ranges for prices for securities shall have been required, on such exchanges or in the Commissionover-the-counter market, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; or (vC) a general banking moratorium shall have been declared by federal or New York state authorities, or a moratorium in foreign exchange trading by major international banks or persons shall have been declared; or (viD) there is an outbreak or escalation of armed hostilities or other national or international calamity, in any case involving the United States, States on or after the date of this Agreementhereof, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economicwar, political, financial or otherwise) the effect of which affects the U.S. and international markets, making itshall be, in the Representatives’ Initial Purchaser's reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Units on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum; or (viiE) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking financial conditions or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or if the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchaser's reasonable judgment, to make makes it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner Units as contemplated in the Pricing Disclosure Package and Final Prospectushereby. (c) 11.3 Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephone or telephonic facsimile or telegraphand, in either case, confirmed in writing by letter. (d) 11.4 If this Agreement shall be terminated pursuant to Section 11(b), or if the sale any of the Securities provided provisions hereof (otherwise than pursuant to clause (iv) of Section 11.2, in which case each party will be responsible for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreementown expenses), the Company will and the Guarantors shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter Initial Purchaser as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as engagement letter between the Underwriters shall determine in order that the required changes in the Registration Statement Company and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liabilityInitial Purchaser dated May 27, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder1998.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Representative and delivery the Company of a counterpart hereof by each notification of the parties hereto. effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Underwriters Representative shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations opinion of the Underwriters under this Agreement to be fulfilled by Representative will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market the AMEX shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the Nasdaq Stock Market or the NYSE AMEX or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities or trust preferred stock by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (v) a general banking moratorium (A) there shall have been declared by federal or New York authorities, (vi) there is an occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentjudgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Shares on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 12 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b10(b) hereof), or if the sale of the Securities Shares provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Representative, reimburse the Underwriters for all of their reasonable only those out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters’ counsel) incurred Underwriters in connection with this Agreement. (e) If herewith up to $150,000 less any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased amounts previously paid by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchaser shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company Issuer and the Guarantors from the UnderwritersInitial Purchaser, without liability (other than with respect to Sections 6 7 and 7) 8) on the Underwriters’ Initial Purchaser's part to the Company Issuer or any affiliate thereof if, on or prior to such date, (i) the Company Issuer and the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its their part to be performed under this Agreement when and as required, ; (ii) any other condition to the obligations of the Underwriters Initial Purchaser under this Agreement to be fulfilled by the Company Issuer and the Guarantors pursuant to Section 8 9 is not fulfilled when and as required and not waived in writing by the Underwriters, any material respect; (iii) trading in any securities of the Company’s securities Issuer shall have been suspended on any exchange or in the over-the-counter market shall have been suspendedmarket, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or maximum or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; (v) a general banking moratorium shall have been declared by federal either Federal or New York authorities, State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States or any other country where such securities are listed shall have occurred; (vi) there is an outbreak or escalation of hostilities or other national or international calamity, calamity in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Initial Purchaser's reasonable judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing General Disclosure Package and Final Prospectus or Offering Circular; (vii) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchaser's reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing General Disclosure Package and Final ProspectusOffering Circular; or (viii) there shall have occurred any change, development or event since the date of this Agreement that, in the reasonable judgment of the Initial Purchaser, has had or would reasonably be expected to have a Material Adverse Effect. (c) Any notice of termination pursuant to this Section 11 12 shall be given at the address specified in Section 12 13 below by telephone, telex, telephonic facsimile telephone or telegraphfacsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Underwriter and delivery the Company of a counterpart hereof by each notification of the parties heretoeffectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110. (b) The Underwriters Underwriter shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations reasonable opinion of the Underwriters under this Agreement to be fulfilled by Underwriter will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Global Stock Market shall have has been suspended or materially limitedmade subject to material limitations, or minimum or maximum prices shall for trading have been established thereon fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or by such exchange or any other regulatory body or governmental authority having jurisdiction, ; or (viii) a general banking moratorium shall have has been declared by any state or federal authority or New York authorities, any material disruption in commercial banking or securities settlement or clearance services has occurred; or (viiv) (A) there is an has occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on Malaysia or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or Malaysia, or (B) there has been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions, if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentreasonable judgment of the Underwriter, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Shares on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 12 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterand delivered in accordance with Section 13. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Underwriter set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Underwriter, reimburse the Underwriters Underwriter for all of their reasonable only those documented out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters’ counsel) incurred Underwriter in connection with this Agreement. (e) If herewith as allowed under FINRA Rule 5110 less any one or more Underwriters shall fail to purchase and pay for any of amounts previously paid by the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchaseCompany); provided, however, that in all such expenses, including the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities costs and expenses set forth in Schedule I heretoSection 6(d) which were actually paid, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes exceed $150,000 in the Registration Statement and the Final Prospectus or in aggregate, including any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunderadvances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company Issuer from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company Issuer if, on or prior to such date, (i) the Company Issuer and Parent shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuer or any of the Guarantors pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Global Market American Stock Exchange shall have been suspended or materially limited, or minimum prices shall have been established thereon on such exchange by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or federal, New York authorities, or Ohio authorities or (viv) there is an outbreak or escalation of armed hostilities or other national or international calamity, in any case involving the United States, States on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Initial Purchasers' judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to clause (i) or (ii) of Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability the Issuer or failure on the part of the Company Parent to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its their part or because of any refusal, inability or failure on the part of either of the Company Issuer or Parent to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will Issuer will, subject to demand by the Initial Purchasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the Underwriters’ Initial Purchasers' counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company Issuers from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company Issuers if, on or prior to such date, (i) the Company Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its their part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuers pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in any securities of the Company’s Guarantor has been suspended by the Commission or a national securities on any exchange exchange, or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal Canadian, United States or New York or Oklahoma authorities, (viv) there is an outbreak or escalation of armed hostilities involving Canada or other national or international calamity, in any case involving the United States, States on or after the date of this Agreement, or if there has been a declaration by Canada or the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Initial Purchasers' judgment, impracticable to proceed with the offering or delivery of the Securities Original Debentures on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum, or (viivi) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the CompanyGuarantor) or the effect (or potential effect if the financial markets in Canada or the United States have not yet opened) of international conditions on the financial markets in Canada or the United States shall be such as, in the Representatives’ Initial Purchasers' reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Original Debentures on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to clause (i) or (ii) of Section 11(b), or if the sale of the Securities Debentures provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its their part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will will, subject to demand by the Initial Purchasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the Underwriters’ Initial Purchasers' counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters Initial Purchaser shall fail to purchase and pay for any of the Underwritten Securities Original Debentures agreed to be purchased by such Underwriter Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities Original Debentures which the defaulting Underwriter or Underwriters Initial Purchaser agreed but failed to purchase; provided, however, that in the event that the number aggregate principal amount of Underwritten Securities Original Debentures which the defaulting Underwriter or Underwriters Initial Purchaser agreed but failed to purchase shall exceed 10% of the aggregate number principal amount of Underwritten Securities Original Debentures set forth in Schedule I B hereto, the remaining Underwriters Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten SecuritiesOriginal Debentures, and if such nondefaulting Underwriters Initial Purchasers do not purchase all the Underwritten SecuritiesOriginal Debentures within 36 hours after such default, then the Issuers shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the nondefaulting Initial Purchasers to purchase such Original Debentures. In the event that neither the nondefaulting Initial Purchasers nor the Issuers procure another party or parties to purchase such Original Debentures as described above, this Agreement will terminate without liability to any the nondefaulting Underwriter Initial Purchasers or the CompanyIssuers. In the event of a default by any Underwriter Initial Purchaser as set forth in this Section 11(eparagraph (e), the Closing Date shall be postponed for such period, not exceeding seven five Business Days, as the Underwriters other Initial Purchasers shall determine in order that the required changes in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter Initial Purchaser of its liability, if any, to the Company Issuers or any nondefaulting Underwriter Initial Purchaser if any, for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the UnderwritersInitial Purchasers’ part to the Company or any of the Guarantors if, on or prior to such date, (i) the Company shall have or any of the Guarantors failed, refused or been was unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchaser hereunder as provided in Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the reasonable judgment of the Initial Purchasers, any material adverse change has occurred since the respective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the Company and the Guarantors, taken as a whole, other than as set forth in the Offering Memorandum, or (iv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company’s or any Guarantor’s securities on any exchange or for securities in the over-the-counter market shall have been suspended, general; or (ivB) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have has been suspended or materially limited, or minimum or maximum prices shall for trading have been established thereon by established, or maximum ranges for prices for securities have been required, on such exchange or the CommissionNasdaq National Market, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; or (vC) a general banking moratorium shall have has been declared by federal or New York state authorities, or a moratorium in foreign exchange trading by major international banks or persons has been declared; or (viD) there is has occurred an outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war war, or there is any other national or international calamity or crisis (economic, or any change in political, financial or otherwise) which affects economic conditions, the U.S. and international marketseffect of which, making itin any such case, is, in the RepresentativesInitial Purchasers’ sole judgment, to make it inadvisable or impracticable to proceed with the offering offering, sale or delivery of the Securities Initial Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum; or (viiE) there shall have has been such a material adverse change in general economic, political or material disruption in the financial, banking financial conditions or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or if the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the RepresentativesInitial Purchasers’ judgment, to make makes it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner Initial Notes as contemplated in the Pricing Disclosure Package and Final Prospectushereby. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified by telephone or facsimile and, in Section 12 below by telephone, telex, telephonic facsimile or telegrapheither case, confirmed in writing by letter. (d) If this Agreement shall be is terminated pursuant to any of the provisions hereof (other than pursuant to clause (iv) of Section 11(b), in which case each party will be responsible for its own expenses), or if the sale of the Securities Initial Notes provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Initial Purchaser set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will and the Guarantors shall reimburse the Underwriters Initial Purchaser for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the Underwriters’ Initial Purchaser’s counsel) ), incurred by the Initial Purchaser in connection with this Agreementherewith. (e) If on the Closing Date any one or more Underwriters of the Initial Purchasers shall fail or refuse to purchase the Initial Notes which it or they have agreed to purchase hereunder on such date and pay for any the aggregate principal amount of the Underwritten Securities Initial Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Initial Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated severally, in the proportion which the principal amount of the Initial Notes set forth opposite its name in Schedule III bears to the aggregate principal amount of the Initial Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as Bear Sxxxxxx may specify, to purchase the Initial Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Initial Notes which any Initial Purchaser has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of the Initial Notes without the written consent of such Initial Purchaser. If on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Initial Notes and the aggregate principal amount of the Initial Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Initial Notes to be purchased by such Underwriter hereunder all Initial Purchasers and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears arrangements satisfactory to the aggregate number Initial Purchasers and the Company for purchase of Underwritten Securities set forth opposite such the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall Initial Notes are not be under any obligation to purchase any, of the Underwritten Securities, and if made within 48 hours after such nondefaulting Underwriters do not purchase all the Underwritten Securitiesdefault, this Agreement will terminate without liability to on the part of any nondefaulting Underwriter or non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either Bear Sxxxxxx or the event of a default by any Underwriter as set forth in this Section 11(e), Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such periodlonger than seven days, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter Initial Purchaser from liability in respect of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunderof any such Initial Purchaser under this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (v) a general banking moratorium shall have been declared by federal or New York authorities, (vi) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number amount of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number amount of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number amount of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e11(f), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company or any of the Guarantors if, on or prior to such date, (i) the Company or any of the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchasers hereunder as provided in Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on reasonable judgment of the Initial Purchasers, any exchange or material adverse change shall have occurred since the respective dates as of which information is given in the over-the-counter market shall have been suspendedOffering Memorandum in the condition (financial or otherwise), business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole, other than as set forth in the Offering Memorandum, or (iv) (A) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange, or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been established thereon by established, or maximum ranges for prices for securities shall have been required, on such exchange or the CommissionNasdaq National Market, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; or (vB) a general banking moratorium shall have been declared by federal or New York state authorities, ; or (viC) there is an outbreak or escalation of armed hostilities or other national or international calamity, in any case involving the United States, States on or after the date of this Agreementhereof, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economicwar, political, financial or otherwise) the effect of which affects the U.S. and international markets, making itshall be, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Restricted Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum; or (D) there shall have occurred such a material adverse change in the financial markets in the United States or any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets such as, in the Initial Purchasers' judgment, makes it inadvisable or impracticable to proceed with the delivery of the Restricted Notes as contemplated hereby. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified by telephone or facsimile and, in Section 12 below by telephone, telex, telephonic facsimile or telegrapheither case, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to clause (iv) of Section 11(b), in which case each party will be responsible for its own expenses), or if the sale of the Securities Restricted Notes provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will and the Guarantors shall reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the Underwriters’ Initial Purchasers' counsel) ), incurred by the Initial Purchasers in connection with this Agreementherewith. (e) If on the Closing Date any one or more Underwriters of the Initial Purchasers shall fail or refuse to purchase the Restricted Notes which it or they have agreed to purchase hereunder on such date and pay for any the aggregate principal amount of the Underwritten Securities Restricted Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Restricted Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated severally, in the proportion which the principal amount of the Restricted Notes set forth opposite its name in Schedule II bears to the aggregate principal amount of the Restricted Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as Deutsche Banc Alex. Brown Inc. ("Deutsche Bank") may specify, to purchase the Restricted Xxxxx which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Restricted Notes which any Initial Purchaser has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of the Restricted Notes without the written consent of such Initial Purchaser. If on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Restricted Notes and the aggregate principal amount of the Restricted Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Restricted Notes to be purchased by such Underwriter hereunder all Initial Purchasers and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears arrangements satisfactory to the aggregate number Initial Purchasers and the Company for purchase of Underwritten Securities set forth opposite such the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall Restricted Notes are not be under any obligation to purchase any, of the Underwritten Securities, and if made within 48 hours after such nondefaulting Underwriters do not purchase all the Underwritten Securitiesdefault, this Agreement will terminate without liability to on the part of any nondefaulting Underwriter or non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either Deutsche Bank or the event of a default by any Underwriter as set forth in this Section 11(e), Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such periodlonger than seven days, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter Initial Purchaser from liability in respect of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunderof any such Initial Purchaser under this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (v) a general banking moratorium shall have been declared by federal or New York authorities, (vi) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number principal amount of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number principal amount of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number principal amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number principal amount of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e11(f), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersCompany, without liability (other than with respect to Sections 6 and 7) on the UnderwritersInitial Purchasers’ part to the Company or any affiliate thereof if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, ; (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuers pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, required; (iii) trading in any securities of the Company’s securities on any exchange Company shall be suspended or in limited by the over-the-counter market shall have been suspendedCommission or the New York Stock Exchange, (iv) or trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select NYSE American or NASDAQ the Nasdaq Global Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; (viv) a general banking moratorium shall have been declared by federal either Federal or New York authorities, or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred; (viv) there is an outbreak or escalation of hostilities or other national or international calamity, calamity in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Representative’s judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Package; or (viivi) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Representative’s sole judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusPackage. (c) Any notice of termination pursuant to this Section 11 10 shall be given at the address specified in Section 12 11 below by telephone, telex, telephonic facsimile telephone or telegraphfacsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b10(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company Issuers, jointly and severally, will reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the UnderwritersInitial Purchasers’ counsel) incurred in connection with this AgreementAgreement and the transactions contemplated hereby. (e) If any one or more Underwriters Initial Purchasers shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the number principal amount of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number principal amount of Underwritten Securities set forth opposite the names of all the remaining UnderwritersInitial Purchasers) the Underwritten Securities which the defaulting Underwriter Initial Purchaser or Underwriters Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the number aggregate principal amount of Underwritten Securities which the defaulting Underwriter Initial Purchaser or Underwriters Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate number principal amount of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters Initial Purchasers do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Initial Purchaser or the Company. In the event of a default by any Underwriter Initial Purchaser as set forth in this Section 11(e10(e), the Closing Date shall be postponed for such period, not exceeding seven Business Daysbusiness days, as the Underwriters Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter Initial Purchaser of its liability, if any, to the Company or any nondefaulting Underwriter Initial Purchaser for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company Initial Issuer from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company Initial Issuer or any affiliate thereof if, on or prior to such date, (i) the Company Initial Issuer shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, ; (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuers pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, any material respect; (iii) trading in any securities of the Company’s securities on any exchange , or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; (viv) a general banking moratorium shall have been declared by federal either Federal or New York authorities, State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred; (viv) there is an outbreak or escalation of hostilities or other national or international calamity, calamity in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Representative's judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum; or (viivi) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Representative's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile telephone or telegraphfacsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters Initial Purchasers shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the number principal amount of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number principal amount of Underwritten Securities set forth opposite the names of all the remaining UnderwritersInitial Purchasers) the Underwritten Securities which the defaulting Underwriter Initial Purchaser or Underwriters Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the number aggregate principal amount of Underwritten Securities which the defaulting Underwriter Initial Purchaser or Underwriters Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate number principal amount of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters Initial Purchasers do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter Initial Purchaser or the CompanyIssuers. In the event of a default by any Underwriter Initial Purchaser as set forth in this Section 11(e), with the consent of the Initial Issuer (which consent shall not be unreasonably withheld or delayed) the Closing Date shall be postponed for such period, not exceeding seven Business Daysbusiness days, as the Underwriters Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter Initial Purchaser of its liability, if any, to the Company Issuers or any nondefaulting Underwriter Initial Purchaser for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agency Agreement shall become effective upon execution and delivery of a counterpart hereof by each of when the parties heretohereto have executed and delivered this Agency Agreement. (b) The Underwriters Agents shall have the right to terminate this Agency Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersDate, without liability if, at or after 9 a.m. (other than with respect to Sections 6 and 7New York Time) on the Underwriters’ part to the Company if, on or prior to such datedate hereof, (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failedopinion of the Agents will in the immediate future materially disrupt, refused the market for the Company’s securities or been unable to perform securities in any material respect any agreement on its part to be performed under this Agreement when and as required, general; or (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market Common Stock shall have been suspendedsuspended by the Commission, (iv) the Canadian Qualifying Authorities, the TSX, the NYSE MKT or trading in securities generally on the New York Stock Exchange, NYSE MKT or on the NASDAQ Global Select or NASDAQ Global Market TSX shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the NYSE MKT or TSX or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction, ; or (viii) a general banking moratorium shall have has been declared by any U.S. state or U.S. or Canadian federal authority or New York authorities, any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (viiv) there is an event, accident, governmental law or regulation or other occurrence of any nature which, in the opinion of the Agents, seriously affects or will seriously affect the financial markets, or the business of the Company or the ability of the Agents to perform their obligations under this Agreement, or a purchaser’s decision to purchase the Units; (v) following a consideration of the history, business, products, property or affairs of the Company or its principals and promoters, or of the state of the financial markets in general, or the state of the market for the Company’s securities in particular, the Agents determine, in their sole discretion, that it is not in the interest of the purchasers to complete the purchase and sale of the Units; (vi) an enquiry or investigation (whether formal or informal) in relation to the Company, or the Company’s directors, officers or promoters, is commenced or threatened by an officer or official of any competent authority, which in the opinion of the Agents, acting reasonably, materially adversely affects or may materially adversely affect the Company or the trading or distribution of the Securities or (vii) (A) there shall have occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, Canada or if there has been is a declaration by the United States of a national emergency or war by the United States or Canada or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentreasonable judgment of the Agents, makes it impracticable or inadvisable to proceed with the offering or delivery Offering of the Securities Units on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusProspectuses. (c) Any notice of termination pursuant to this Section 11 9 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agency Agreement shall be terminated pursuant to Section 11(b)any of the provisions hereof, or if the sale of the Securities Units provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Agents set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Agents, reimburse the Underwriters Agents for all of their reasonable actual and accountable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), incurred by the Underwriters’ counsel) incurred Agents in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 4(f), 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or New York authorities, (viv) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Initial Purchasers' reasonable judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Memorandum or (viivi) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchasers' reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusMemorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement.[Intentionally Omitted] (e) If Subject to Section 6 and this Section 11, if, at the time of purchase, any one or more Underwriters Initial Purchaser shall fail default in its obligation to purchase take up and pay for any of the Underwritten Securities agreed Original Notes to be purchased by it at such Underwriter time hereunder (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of this Section 11) and if the aggregate principal amount of Original Notes which all Initial Purchasers so defaulting shall have agreed but failed to take up and pay for at such failure time does not exceed 10% of the total aggregate principal amount of Original Notes to purchase shall constitute a default in the performance of its or their obligations under this Agreementbe purchased at such time, the remaining Underwriters non-defaulting Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears addition to the aggregate number of Underwritten Securities Original Notes they are obligated to purchase at such time pursuant to Section 2 hereof) the aggregate principal amount of Original Notes agreed to be purchased by all such defaulting Initial Purchasers at such time, as hereinafter provided. Such Original Notes shall be taken up and paid for by such non-defaulting Initial Purchaser or Initial Purchasers in such amount or amounts as the Representative may designate with the consent of each Initial Purchaser so designated or, in the event no such designation is made, such Original Notes shall be taken up and paid for by all non-defaulting Initial Purchasers pro rata in proportion to the aggregate principal amount of Original Notes set forth opposite the names of such non-defaulting Initial Purchasers in Schedule I. Without relieving any defaulting Initial Purchaser from its obligations hereunder, the Company agrees with the non-defaulting Initial Purchasers that it will not sell any Original Notes hereunder unless all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number Original Notes are purchased by the Initial Purchasers (or by substituted Initial Purchasers selected by the Representative with the approval of Underwritten Securities set forth the Company or selected by the Company with the Representative's approval). If a new Initial Purchasers or Initial Purchasers are substituted by the Initial Purchasers or by the Company for a defaulting Initial Purchaser or Initial Purchasers in Schedule I heretoaccordance with the foregoing provision, the remaining Underwriters Company or the Representative shall have the right to postpone the time of purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of for a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, period not exceeding seven Business Days, as the Underwriters shall determine five business days in order that the required any necessary changes in the Registration Statement Final Memorandum and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company Issuers if, on or prior to such date, (i) any of the Company Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuers pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersrequired, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or New York authorities, (viv) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Initial Purchasers' judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum or (viivi) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to clause (i) or (ii) of Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its their part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will Issuers will, subject to demand by the Initial Purchasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the Underwriters’ Initial Purchasers' counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchaser shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company Cinemark from the UnderwritersInitial Purchaser, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchaser's part to the Company Cinemark if, on or prior to such date, (i) the Company Cinemark shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchaser hereunder as provided in Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on reasonable judgment of the Initial Purchaser, any exchange material adverse change shall have occurred since the respective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of Cinemark and its subsidiaries, taken as a whole, other than as set forth in the Offering Memorandum, or (iv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the over-the-counter reasonable opinion of the Initial Purchaser will in the immediate future materially disrupt, the market shall have been suspended, for Cinemark's securities or for securities in general; or (ivB) trading in securities generally on either of the New York or American Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market Exchanges shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been established thereon by the Commissionestablished, or maximum ranges for prices for securities shall have been required, on such exchange, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; or (vC) a general banking moratorium shall have been declared by federal or New York state authorities, or a moratorium in foreign exchange trading by major international banks or persons shall have been declared; or (viD) there is an outbreak or escalation of armed hostilities or other national or international calamity, in any case involving the United States, States on or after the date of this Agreementhereof, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economicwar, political, financial or otherwise) the effect of which affects the U.S. and international markets, making itshall be, in the Representatives’ Initial Purchaser's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Series C Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum; or (viiE) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking financial conditions or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or if the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchaser's judgment, to make makes it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and Series C Notes as contemplated thereby; or (F) (1) there shall have occurred a downgrading in the manner contemplated in rating accorded the Pricing Disclosure Package Series C Notes by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and Final Prospectusregulations of the Commission under the Act or (2) any such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Series C Notes. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile facsimile, or telegraph, confirmed in writing by letterletter within three days thereof. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than a termination pursuant to Section 11(b11(b)(iv), ) or if the sale of the Securities Series C Notes provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Initial Purchaser set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company Cinemark to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, Cinemark will, subject to demand by the Company will Initial Purchaser, reimburse the Underwriters Initial Purchaser for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of Initial Purchaser's counsel), incurred by the Underwriters’ counsel) incurred Initial Purchaser in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ ' part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to hereunder as provided in Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading any material adverse change shall have occurred since the date as of which information is given in the Company’s securities on Prospectus in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the Company and its Subsidiaries, taken as a whole, other than as set forth in the Prospectus, or (iv) (A) any exchange domestic or international event or act or occurrence has materially disrupted, or in the over-the-counter reasonable opinion of the Underwriters will in the immediate future materially disrupt, the market shall have been suspendedfor the Company's securities or for securities in general, (ivB) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been established thereon by established, or maximum ranges for prices for securities shall have been required, on such exchange or the CommissionNasdaq National Market, or by such exchange or other regulatory body or governmental authority having jurisdiction, (vC) a general banking moratorium shall have been declared by federal or New York state authorities, or a moratorium in foreign exchange trading by major international banks or persons shall have been declared, (viD) there is an outbreak or escalation of armed hostilities or other national or international calamity, in any case involving the United States, States on or after the date of this Agreementhereof, or if there has been a declaration by the United States Xxxxxx Xxxxxx of a national emergency or war or other national or international calamity or crisis (economicwar, political, financial or otherwise) the effect of which affects the U.S. and international markets, making itshall be, in the Representatives’ Underwriters' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Prospectus, or (viiE) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking financial conditions or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or if the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Underwriters' judgment, to make makes it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner Notes as contemplated in the Pricing Disclosure Package and Final Prospectushereby. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telexor facsimile and, telephonic facsimile or telegraphin either case, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to clause (iv) of Section 11(b), in which case each party will be responsible for its own expenses), or if the sale of the Securities Notes provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of Underwriters' counsel), incurred by the Underwriters’ counsel) incurred Underwriters in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Representative shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersRepresentative, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchasers hereunder as provided in Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on reasonable judgment of the Representative any exchange material adverse change shall have occurred since the respective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the Company taken as a whole, other than as set forth in the Offering Memorandum, or (iv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the over-the-counter opinion of the Initial Purchasers will in the immediate future materially disrupt, the market shall have been suspended, for the Company's securities or for securities in general; or (ivB) trading in securities generally on the New York or American Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market Exchanges shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been established thereon by the Commissionestablished, or maximum ranges for prices for securities shall have been required, on such exchange, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; or (vC) a general banking moratorium shall have been declared by federal Federal or New York state authorities, or a moratorium in foreign exchange trading by major international banks or persons shall have been declared; or (viD) there is an outbreak or escalation of armed hostilities or other national or international calamity, in any case involving the United States, States on or after the date of this Agreementhereof, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economicwar, political, financial or otherwise) the effect of which affects the U.S. and international markets, making itshall be, in the Representatives’ Representative's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Units on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum; or (viiE) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking financial conditions or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or if the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Representative's judgment, to make makes it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner Units as contemplated in the Pricing Disclosure Package and Final Prospectushereby. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile facsimile, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b)any of the provisions hereof, or if the sale of the Securities Units provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Representative, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of Initial Purchasers' counsel), incurred by the Underwriters’ counsel) incurred Initial Purchasers in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company Issuer from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company Issuer or any affiliate thereof if, on or prior to such date, (i) the Company Issuer shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuer pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersrequired, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or New York authorities, (viv) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Initial Purchasers' reasonable judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum or (viivi) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the CompanyIssuer) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchasers' reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic or facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b11(b)(i) or (ii), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuer to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company Issuer to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company Issuer will reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ Initial Purchasers' counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters Initial Purchaser shall fail to purchase and pay for any of the Underwritten Securities Original Notes agreed to be purchased by such Underwriter Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters Initial Purchaser shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten SecuritiesOriginal Notes, and if such nondefaulting Underwriters do Initial Purchaser does not purchase all the Underwritten SecuritiesOriginal Notes, this Agreement will terminate without liability to any nondefaulting Underwriter Initial Purchaser or the CompanyIssuer. In the event of a default by any Underwriter Initial Purchaser as set forth in this Section 11(eparagraph (e), the Closing Date shall be postponed for such period, not exceeding seven Business Daysfive business days, as the Underwriters nondefaulting Initial Purchaser shall determine in order that the required changes in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter Initial Purchaser of its liability, if any, to the Company Issuer or any nondefaulting Underwriter Initial Purchaser for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company Issuer from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company Issuer or any affiliate thereof if, on or prior to such date, (i) the Company Issuer shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, ; (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuer pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, any material respect; (iii) trading in any securities of the Company’s securities on any exchange , or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; (viv) a general banking moratorium shall have been declared by federal either Federal or New York authorities, State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred; (viv) there is an outbreak or escalation of hostilities or other national or international calamity, calamity in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Representative's judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus or Offering Memorandum; (viivi) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Representative's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package Offering Memorandum; or (vii) the Issuer shall have become aware of any matter that it determines is required by Section 4(c) to be disclosed in the Offering Memorandum which the Representative reasonably determines is materially adverse as compared to the information with respect to the Issuer and Final Prospectusthe Subsidiaries disclosed in the Draft OM. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile telephone or telegraphfacsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters Initial Purchasers shall fail to purchase and pay for any of the Underwritten Securities Original Notes agreed to be purchased by such Underwriter Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the number principal amount at maturity of Underwritten Securities Original Notes set forth opposite their names in Schedule I hereto bears to the aggregate number principal amount at maturity of Underwritten Securities Original Notes set forth opposite the names of all the remaining UnderwritersInitial Purchasers) the Underwritten Securities Original Notes which the defaulting Underwriter Initial Purchaser or Underwriters Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the number aggregate principal amount at maturity of Underwritten Securities Original Notes which the defaulting Underwriter Initial Purchaser or Underwriters Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate number principal amount at maturity of Underwritten Securities Original Notes set forth in Schedule I hereto, the remaining Underwriters Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten SecuritiesOriginal Notes, and if such nondefaulting Underwriters Initial Purchasers do not purchase all the Underwritten SecuritiesOriginal Notes, this Agreement will terminate without liability to any nondefaulting Underwriter Initial Purchaser or the CompanyIssuer. In the event of a default by any Underwriter Initial Purchaser as set forth in this Section 11(e11(d), with the consent of the Issuer (which consent shall not be unreasonably withheld or delayed) the Closing Date shall be postponed for such period, not exceeding seven Business Daysbusiness days, as the Underwriters Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter Initial Purchaser of its liability, if any, to the Company Issuer or any nondefaulting Underwriter Initial Purchaser for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of when the parties hereto. (b) hereto have executed and delivered this Agreement. The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date Time of Purchase or the Additional Time of Purchase, as the case may be, by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 10 and 711) on the Underwriters’ ' part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 7 is not fulfilled when and as required and not waived in writing by the Underwriters, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or New York authorities, (viv) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international financial or capital markets, making it, in the Representatives’ Underwriters' reasonable judgment, impracticable to proceed with the offering or delivery of the Securities Shares on the terms and in the manner contemplated in the Pricing Disclosure Package Registration Statement and Final Prospectus or (viivi) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Underwriters' reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Shares on the terms and in the manner contemplated in the Pricing Disclosure Package Registration Statement and Final Prospectus. (c) Any notice . If you or any group of termination pursuant Underwriters elects to terminate this Agreement as provided in this Section 11 8, the Company and each other Underwriter shall be given at the address specified in Section 12 below notified promptly by telephone, telex, telephonic facsimile letter or telegraph, confirmed in writing by letter. (d) telegram from such terminating Underwriter. If this Agreement shall be terminated pursuant to Section 11(b), or if the sale to the Underwriters of the Securities provided for in Shares, as contemplated by this Agreement Agreement, is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of carried out by the Underwriters set forth in this Agreement to be satisfied on its part or because of for any refusal, inability or failure on the part of the Company to perform any agreement in reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any provision of the terms of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation or liability under this Agreement (except to purchase anythe extent provided in Sections 5, of the Underwritten Securities6 and 10 hereof), and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus be under no obligation or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, liability to the Company under this Agreement (except to the extent provided in Section 10 hereof) or any nondefaulting Underwriter for damages occasioned by its default to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agency Agreement shall become effective upon execution and delivery of a counterpart hereof by each of when the parties heretohereto have executed and delivered this Agency Agreement. (b) The Underwriters Agents shall have the right to terminate this Agency Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersDate, without liability if, at or after 9 a.m. (other than with respect to Sections 6 and 7New York time) on the Underwriters’ part to the Company if, on or prior to such datedate hereof, (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failedopinion of the Agents will in the immediate future materially disrupt, refused the market for the Company’s securities or been unable to perform securities in any material respect any agreement on its part to be performed under this Agreement when and as required, general; or (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market Common Stock shall have been suspendedsuspended by the Commission, (iv) the Canadian Qualifying Authorities, the TSX, the NYSE MKT or trading in securities generally on the New York Stock Exchange, NYSE MKT or on the NASDAQ Global Select or NASDAQ Global Market TSX shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the NYSE MKT or TSX or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction, ; or (viii) a general banking moratorium shall have has been declared by any U.S. or Canadian federal authority or New York authorities, any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (viiv) (A) there is an shall have occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentreasonable judgment of the Agents, makes it impracticable or inadvisable to proceed with the offering or delivery of Offering, as the Securities case may be, on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusProspectuses. (c) Any notice of termination pursuant to this Section 11 10 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company or any affiliate thereof if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, ; (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, required; (iii) trading in any securities of the Company’s securities on any exchange Company shall be suspended or in limited by the over-the-counter market shall have been suspended, Commission or the New York Stock Exchange; (iv) trading in securities generally on the New York Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Global Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, FINRA, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; (v) a general banking moratorium shall have been declared by federal either Federal or New York authorities, State authorities or a material disruption in commercial banking or securities settlement or clearance services shall have occurred; (vi) there is an outbreak or escalation of hostilities or other national or international calamity, calamity in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing General Disclosure Package and Final Prospectus Package; or (vii) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing General Disclosure Package and Final ProspectusPackage. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile telephone or telegraphfacsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b11(b)(i), (ii) or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement(iii), the Company will reimburse the Underwriters for all of their reasonable out-of-pocket out‑of‑pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this AgreementAgreement and the transactions contemplated hereby. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number principal amount of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number principal amount of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number aggregate principal amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number principal amount of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters Representatives shall determine in order that the required changes in the Registration Statement and Statement, the Final General Disclosure Package or the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Underwriters and delivery the Company of a counterpart hereof by each notification of the parties heretoeffectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 4 through 16, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the First Closing Date by notice or to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to terminate the obligations of the Underwriters under this Agreement to be fulfilled by purchase the Company pursuant Additional Shares at any time prior to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, (iii) trading in the Company’s securities consummation of any closing to occur on any exchange Additional Closing Date, as the case may be, if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the over-the-counter opinion of the Underwriters will in the immediate future materially disrupt, the market shall have been suspended, for the Company's securities or securities in general; or (ivii) trading in securities generally on the New York Stock Exchange, the The NASDAQ Global Select National Market or NASDAQ Global Market AMEX shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, The NASDAQ National Market or AMEX or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction, ; or (viii) a general banking moratorium shall have has been declared by any state or federal authority or New York authorities, if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (viiv) (A) there is an shall have occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentjudgment of the Underwriters, makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b9(b) hereof), or if the sale of the Securities Shares provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by Xxxxxx Xxxxxxx & Company, Inc. _____________ ___, 2005 Page 33 of 36 the Underwriters, reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), incurred by the Underwriters’ counsel) incurred Underwriters in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company Issuers if, on or prior to such date, (i) the Company Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company Issuers pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, (iii) trading in the Companyany Issuer’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (v) a general banking moratorium shall have been declared by federal or New York authorities, (vi) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company Issuers will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities Notes agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number principal amount of Underwritten Securities Notes set forth opposite their names in Schedule I hereto bears to the aggregate number principal amount of Underwritten Securities Notes set forth opposite the names of all the remaining Underwriters) the Underwritten Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number principal amount of Underwritten Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number principal amount of Underwritten Securities Notes set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten SecuritiesNotes, and if such nondefaulting Underwriters do not purchase all the Underwritten SecuritiesNotes, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company and HMC from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 7 and 7) 8) on the Underwriters’ Initial Purchasers' part to the Company and HMC if, on or prior to such date, (i) the Company or HMC shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchasers hereunder as provided in Section 8 9 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on reasonable judgment of the Initial Purchasers, any exchange material adverse change shall have occurred since the respective dates as of which information is given in the Offering Memorandum in the actual or reasonably foreseeable prospective properties, business, results of operations, financial condition or affairs of the Company and its subsidiaries, taken as a whole, other than as set forth in the Offering Memorandum, or (iv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the over-the-counter reasonable opinion of the Initial Purchasers will in the immediate future materially disrupt, the market shall have been suspended, for the Company's securities or for securities in general; or (ivB) trading in securities generally on either of the New York or American Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market Exchanges shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been established thereon by the Commissionestablished, or maximum ranges for prices for securities shall have been required, on such exchange, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; or (vC) a general banking moratorium shall have been declared by federal or New York state authorities, or a moratorium in foreign exchange trading by major international banks or persons shall have been declared; or (viD) there is an outbreak or escalation of armed hostilities or other national or international calamity, in any case involving the United States, States on or after the date of this Agreementhereof, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economicwar, political, financial or otherwise) the effect of which affects the U.S. and international markets, making itshall be, in the Representatives’ Initial Purchasers' reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Units on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum; or (viiE) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking financial conditions or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or if the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchasers' reasonable judgment, to make makes it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.or

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 7 and 7) 8) on the Underwriters’ Initial Purchasers' part to the Company if, on or prior to such date, (i) the Company or any Subsidiary Guarantor shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as requiredhereunder, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Initial Purchasers hereunder as provided in Section 8 9 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on reasonable judgment of the Initial Purchasers any exchange material adverse change shall have occurred since the respective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the Company and the Subsidiary Guarantors taken as a whole, other than as set forth in the Offering Memorandum, or (iv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the over-the-counter opinion of the Initial Purchasers will in the immediate future materially disrupt, the market shall have been suspended, for the Company's securities or for securities in general; or (ivB) trading in securities generally on the New York or American Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market Exchanges shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been established thereon by the Commissionestablished, or maximum ranges for prices for securities shall have been required, on such exchange, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; or (vC) a general banking moratorium shall have been declared by federal Federal or New York state authorities, or a moratorium in foreign exchange trading by major international banks or persons shall have been declared; or (viD) there is an outbreak or escalation of armed hostilities or other national or international calamity, in any case involving the United States, States on or after the date of this Agreementhereof, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economicwar, political, financial or otherwise) the effect of which affects the U.S. and international markets, making itshall be, in the Representatives’ Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Units on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum; or (viiE) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking financial conditions or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or if the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchasers' judgment, to make makes it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner Units as contemplated in the Pricing Disclosure Package and Final Prospectushereby. (c) Any notice of termination pursuant to this Section 11 12 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile facsimile, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions of Section 11(b)12(b)(i)-(iii) hereof, or if the sale of the Securities Units provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company or any Subsidiary Guarantor to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will and the Subsidiary Guarantors will, subject to demand by the Initial Purchasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of Initial Purchasers' counsel), incurred by the Underwriters’ counsel) incurred Initial Purchasers in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company or any affiliate thereof if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, ; (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwriters, required; (iii) trading in any securities of the Company’s securities on any exchange Company shall be suspended or in limited by the over-the-counter market shall have been suspended, Commission or the New York Stock Exchange; (iv) trading in securities generally on the New York Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Nasdaq Global Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, FINRA, or by such exchange or other regulatory body or governmental authority having jurisdiction, ; (v) a general banking moratorium shall have been declared by federal either Federal or New York authorities, State authorities or a material disruption in commercial banking or securities settlement or clearance services shall have occurred; (vi) there is an outbreak or escalation of hostilities or other national or international calamity, calamity in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing General Disclosure Package and Final Prospectus Package; or (vii) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing General Disclosure Package and Final ProspectusPackage. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile telephone or telegraphfacsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b11(b)(i), (ii) or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement or comply with any provision of this Agreement(iii), the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this AgreementAgreement and the transactions contemplated hereby. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number principal amount of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number principal amount of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number aggregate principal amount of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number principal amount of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters Representatives shall determine in order that the required changes in the Registration Statement and Statement, the Final General Disclosure Package or the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company Issuers if, on or prior to such date, (i) the Company Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its their part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuers pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in securities of the Company’s securities Company on any exchange or in the over-the-counter market Nasdaq National Market shall have been suspendedsuspended or materially limited, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (v) a general banking moratorium shall have been declared by federal or New York authorities, (vi) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Initial Purchasers' judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company Issuers will reimburse the Underwriters Initial Purchasers for all of their its reasonable out-of-pocket expenses (expenses, including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) Initial Purchasers' counsel incurred in connection with this Agreement. (e) If any one or more Underwriters Initial Purchaser shall fail to purchase and pay for any of the Underwritten Securities Original Notes agreed to be purchased by such Underwriter Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten SecuritiesOriginal Notes, and if such nondefaulting Underwriters non-defaulting Initial Purchasers do not purchase all the Underwritten SecuritiesOriginal Notes, this Agreement will terminate without liability to any such nondefaulting Underwriter Initial Purchasers or the CompanyIssuers. In the event of a default by any Underwriter Initial Purchaser as set forth in this Section 11(eparagraph (e), the Closing Date shall be postponed for such period, not exceeding seven Business Daysfive business days, as the Underwriters nondefaulting Initial Purchasers shall determine in order that the required changes in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter Initial Purchaser of its liability, if any, to the Company Issuers or any nondefaulting Underwriter Initial Purchaser for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution when the parties hereto have executed and delivery of a counterpart hereof by each delivered this Agreement. The obligations of the parties hereto. (b) The several Underwriters hereunder shall have the right be subject to terminate this Agreement termination at any time prior in the absolute discretion of you or any group of the Underwriters (which may include you) which has agreed to purchase in the Closing Date by notice to aggregate at least 50% of the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such dateInitial Shares, (i) the Company shall have failed, refused or been unable to perform in if any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters under this Agreement to be fulfilled by the Company pursuant to conditions specified in Section 8 is 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, or (ii) if there has been since the respective dates as of which information is given in the Registration Statement or incorporated therein by reference, any material adverse change, or any development involving a prospective material adverse change, in or affecting the assets, operations, business or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, whether or not waived arising in writing by the Underwritersordinary course of business, or (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (v) a general banking moratorium shall have been declared by federal or New York authorities, (vi) if there is an has occurred outbreak or escalation of hostilities or other national or international calamitycalamity or crisis or change in economic, political or other conditions the effect of which on the financial markets of the United States is such as to make it, in your judgment or the judgment of such group of Underwriters, impracticable to market or deliver the Shares or enforce contracts for the sale of the Shares, or (iv) if trading in any case involving securities of the Company has been suspended by the Commission or by the New York Stock Exchange or if trading generally on the New York Stock Exchange or in the Nasdaq over-the-counter market has been suspended (including automatic halt in trading pursuant to market-decline triggers other than those in which solely program trading is temporarily halted), or limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by such exchange or the NASD or by order of the Commission or any other governmental authority, or (v) if there has been any downgrading in the rating of any of the Company's debt securities or preferred stock by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Securities Act), or (vi) any federal or state statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which in your reasonable opinion or the reasonable opinion of such group of Underwriters has a material adverse affect or will have a material adverse affect on the assets, operations, business or condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole, or (vii) any action has been taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion or the reasonable opinion of such group of Underwriters has a material adverse effect on the securities markets in the United States, on and in the case of any of the events specified in clauses (i) through (vii), such event, singly or after the date of this Agreementtogether with any other such events, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making makes it, in the Representatives’ judgmentjudgment of the Underwriters, impracticable or inadvisable to proceed with market or deliver the offering or delivery of the Securities Shares on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Prospectus. If you or (vii) there shall have been such a material adverse change or material disruption any group of Underwriters elects to terminate this Agreement as provided in the financial, banking or capital markets generally (including, without limitationthis Section 7, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States Company shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below notified promptly by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement which notice shall be terminated pursuant to Section 11(b), or if promptly confirmed by facsimile. If the sale to the several Underwriters of the Securities provided for in Shares, as contemplated by this Agreement Agreement, is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of carried out by the Underwriters set forth in this Agreement to be satisfied on its part or because of for any refusal, inability or failure on the part of the Company to perform any agreement in reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply in all material respects with any provision of the terms of this Agreement, the Company will reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable fees and expenses of the Underwriters’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, or liability under this Agreement will terminate without liability (except to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth extent provided in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as Sections 5 and 9 hereof) and the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus be under no obligation or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or any nondefaulting Underwriter for damages occasioned by its default to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution the later of: (i) receipt by the Representatives and delivery the Company of a counterpart hereof by each notification of the parties hereto. effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Underwriters Representatives shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date by notice to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, : (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations opinion of the Underwriters under this Agreement to be fulfilled by Representatives will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived in writing by immediate future materially disrupt, the Underwriters, (iii) trading in market for the Company’s securities on any exchange or securities in the over-the-counter market shall have been suspended, general; or (ivii) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select or NASDAQ Global Market the NYSE AMEX shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the NASDAQ or the NYSE AMEX or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by any state or federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the Company’s corporate credit rating or the rating accorded the Company’s debt securities or trust preferred stock by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (v) a general banking moratorium (A) there shall have been declared by federal or New York authorities, (vi) there is an occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the judgment of the Representatives’ judgment, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Securities Firm Shares on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 12 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b10(b) hereof), or if the sale of the Securities Shares provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Representatives, reimburse the Underwriters for all of their reasonable only those out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters’ counsel) incurred Underwriters in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the UnderwritersInitial Purchasers’ part to the Company Issuers if, on or prior to such date, (i) the Company Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuers pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersrequired, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or New York authorities, (viv) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the RepresentativesInitial Purchasers’ judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum or (viivi) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the RepresentativesInitial Purchasers’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to clause (i) or (ii) of Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its their part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will Issuers will, subject to demand by the Initial Purchasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the UnderwritersInitial Purchasers’ counsel) incurred in connection with this Agreement. (e) If on the Closing Date any one or more Underwriters shall fail of the Initial Purchasers fails or refuses to purchase the Original Notes which it or they have agreed to purchase hereunder on such date, and pay for any the aggregate principal amount of the Underwritten Securities agreed to be purchased by Original Notes which such Underwriter hereunder and such failure to purchase shall constitute a default in defaulting Initial Purchaser or Initial Purchasers, as the performance of its or their obligations under this Agreementcase may be, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed refused to purchase shall exceed is not more than 10% of the aggregate number principal amount of Underwritten Securities the Original Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated severally, in the proportion which the principal amount of the Original Notes set forth opposite its name in Schedule I heretoIII bears to the aggregate principal amount of the Original Notes which all the non-defaulting Initial Purchasers, as the remaining Underwriters shall case may be, have the right agreed to purchase, or in such other proportion as you may specify, to purchase allthe Original Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but shall not be under any obligation failed or refused to purchase any, on such date. If on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Original Notes and the aggregate principal amount of the Underwritten Securities, Original Notes with respect to which such default occurs is more than 10% of the aggregate principal mount of the Original Notes to be purchased by all Initial Purchasers and if arrangements satisfactory to the Initial Purchasers and the Company for purchase of such nondefaulting Underwriters do Original Notes are not purchase all the Underwritten Securitiesmade within 24 hours after such default, this Agreement will terminate without liability to on the part of any nondefaulting Underwriter or non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either you or the event of a default by any Underwriter as set forth in this Section 11(e), Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such periodlonger than five days, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in Any action taken under this Agreement paragraph shall not relieve any defaulting Underwriter of its liability, if any, Initial Purchaser from liability to the Company Issuers or any nondefaulting Underwriter for damages occasioned by its Initial Purchasers who have not defaulted in respect of any default hereunderof any such Initial Purchaser under this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of when the parties heretohereto have executed and delivered this Agreement. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersDate, without liability if, at or after 8:30 a.m. (other than with respect to Sections 6 and 7New York Time) on the Underwriters’ part to the Company if, on or prior to such datedate hereof, (i) any domestic or international event or act or occurrence has materially disrupted, or in the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations opinion of the Underwriters under this Agreement to be fulfilled by will in the Company pursuant to Section 8 is not fulfilled when and as required and not waived immediate future materially disrupt, the market for the Company’s securities or securities in writing by the Underwriters, general; or (iiiii) trading in the Company’s securities on any exchange or in the over-the-counter market Common Stock shall have been suspendedsuspended by the Commission, (iv) the Canadian Qualifying Authorities, the TSX, the NYSE MKT or trading in securities generally on the New York Stock Exchange, NYSE MKT or on the NASDAQ Global Select or NASDAQ Global Market TSX shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the NYSE MKT or TSX or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction, ; or (iii) a banking moratorium has been declared by any U.S. state or U.S. or Canadian federal authority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (v) a general banking moratorium (A) there shall have been declared by federal or New York authorities, (vi) there is an occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, Canada or if there has been is a declaration by the United States of a national emergency or war by the United States or Canada or (B) there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentreasonable judgment of the Underwriters, makes it impracticable or inadvisable to proceed with the offering or delivery Offering of the Securities Units on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusProspectuses. (c) Any notice of termination pursuant to this Section 11 10 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to Section 11(b)any of the provisions hereof, or if the sale of the Securities Units provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Underwriters, reimburse the Underwriters for all of their reasonable actual and accountable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of their counsel), incurred by the Underwriters’ counsel) incurred Underwriters in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution and delivery of a counterpart hereof by each this Agreement. Notwithstanding any termination of this Agreement pursuant to this Section 12, the parties heretoprovisions of this Section 12 and of Sections 1, 5, 7, 8 and 10 through 20, inclusive, shall be in full force and effect at all times after the execution and delivery hereof. (b) The Underwriters Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date by notice or to the Company from the Underwriters, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to terminate the obligations of the Underwriters under this Agreement to be fulfilled by purchase the Company pursuant Additional Securities at any time prior to Section 8 is not fulfilled when and the Additional Closing Date, as required and not waived in writing by the Underwriterscase may be, if (iiii) trading in the Company’s securities on any exchange domestic or international event or act or occurrence has materially disrupted, or in the over-the-counter opinion of the Underwriters will in the immediate future materially disrupt, the market shall have been suspendedfor the Company's securities (including the suspension of trading of the Company's securities) or securities in general; or (ii) if trading on or by the NYSE , (iv) trading in securities generally on the New York American Stock Exchange, Exchange or the NASDAQ Global Select or NASDAQ Global Market (collectively, the "Exchange") shall have been suspended or materially limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been established thereon by the Commissionfixed, or maximum ranges for prices for securities shall have been required, on the Exchange or by such exchange order of the Commission or any other regulatory body or governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by any state or federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) in the judgment of the Underwriters, any Material Adverse Change shall have occurred since the respective dates as of which information is given in the Pricing Disclosure Package (exclusive of any amendment or supplement thereto since the date hereof); or (v) a general banking moratorium (A) if there shall have been declared by federal or New York authorities, (vi) there is an occurred any outbreak or escalation of hostilities or other national or international calamity, in any case acts of terrorism involving the United States, on States or after the date of this Agreement, or if there has been is a declaration by the United States of a national emergency or war by the United States or (B) if there shall have been any other national or international calamity or crisis (economic, or any change in political, financial or otherwiseeconomic conditions if the effect of any such event in (A) which affects the U.S. and international markets, making itor (B), in the Representatives’ judgmentjudgment of the Underwriters, makes it impracticable or inadvisable to proceed with the offering or offering, sale and delivery of the Firm Securities or the Additional Securities, as the case may be, on the terms and in the manner contemplated in by the Pricing Disclosure Package and Final Prospectus or (vii) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus. (c) Any notice of termination pursuant to this Section 11 12 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to notification by the Underwriters as provided in subsection (a) of this Section 11(b), 12) or if the sale of the Securities provided for in this Agreement herein is not consummated because of any refusal, inability or failure on the part of the Company to satisfy any condition to the obligations of the Underwriters set forth in this Agreement to be herein is not satisfied on its part or because of any refusal, inability or failure on the part of the Company to perform any agreement in this Agreement herein or comply with any provision of this Agreementhereof, the Company will will, subject to demand by the Underwriters, reimburse the Underwriters for all of their reasonable out-of-pocket expenses (including, without limitation, the reasonable including but not limited to fees and expenses of their counsel), incurred by the Underwriters’ counsel) incurred Underwriters in connection with this Agreementherewith. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the UnderwritersInitial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Underwriters’ Initial Purchasers' part to the Company Issuers if, on or prior to such date, (i) the Company Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company Issuers pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the UnderwritersInitial Purchasers, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or New York authorities, (viv) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international financial markets, making it, in the Representatives’ Initial Purchasers' reasonable judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum or (viivi) there shall have been such a material adverse change or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company Issuers will reimburse the Underwriters Initial Purchasers for all of their its reasonable out-of-pocket expenses expenses, (including, without limitation, the reasonable fees and expenses of the Underwriters’ Initial Purchasers' counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters Initial Purchasers shall fail to purchase and pay for any of the Underwritten Securities Original Notes agreed to be purchased by such Underwriter Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.such

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the parties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company Holdings from the UnderwritersRepresentative, without liability (other than with respect to Sections 6 and 7) on the UnderwritersInitial Purchasers’ part to Holdings or the Company Co-Issuer if, on or prior to such date, (i) the Company Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its their part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to be fulfilled by the Company either Issuer pursuant to Section 8 is not fulfilled when and as required and not waived in writing by the Underwritersany material respect, (iii) trading in the Company’s securities on any exchange or in the over-the-counter market shall have been suspended, (iv) trading in securities generally on the New York Stock Exchange, the NASDAQ Global Select American Stock Exchange or NASDAQ Global the Nasdaq National Market shall have been suspended or materially limited, or minimum prices shall have been established thereon by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction, (viv) a general banking moratorium shall have been declared by federal or New York authorities, (viv) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the U.S. and international markets, making it, in the Representatives’ Representative’s judgment, impracticable to proceed with the offering or delivery of the Securities Original Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final Prospectus Offering Memorandum or (viivi) there shall have been such a material adverse change in general economic, political or material disruption in the financial, banking or capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) financial conditions or the effect (or potential effect if the financial markets in the United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Representatives’ Representative’s judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Securities Notes on the terms and in the manner contemplated in the Pricing Disclosure Package and Final ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile telephone or telegraphfacsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to clause (i) or (ii) of Section 11(b), or if the sale of the Securities Notes provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth in this Agreement to be satisfied on its their part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Company will Issuers will, subject to demand by the Initial Purchasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, including the reasonable fees and expenses of the UnderwritersInitial Purchasers’ counsel) incurred in connection with this Agreement. (e) If any one or more Underwriters shall fail to purchase and pay for any of the Underwritten Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Underwritten Securities set forth opposite their names in Schedule I hereto bears to the aggregate number of Underwritten Securities set forth opposite the names of all the remaining Underwriters) the Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the number of Underwritten Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of Underwritten Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Underwritten Securities, and if such nondefaulting Underwriters do not purchase all the Underwritten Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 11(e), the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default hereunder.