Common use of Effectiveness of Agreement and Termination Clause in Contracts

Effectiveness of Agreement and Termination. This Agreement may be terminated at any time on or prior to the Closing Date by the Initial Purchasers by written notice to the Company if any of the following has occurred: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of UBS, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Notes; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of UBS, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Notes, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of UBS, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Notes. If on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Initial Purchasers shall fail or refuse to purchase the Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the 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 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 Notes set forth opposite its name in Schedule A bears to the aggregate principal amount of the Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Notes which such defaulting Initial Purchaser or Initial Purchasers, as Purchase Agreement LA\1074155.8 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 Notes which any Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of such principal amount of the Notes without the written consent of such Initial Purchaser. If on the Closing Date, or an Option Closing Date, as the case may be, any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Notes and the aggregate principal amount of the Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and the Company for purchase of such the Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, or such Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of any such Initial Purchaser under this Agreement.

Effectiveness of Agreement and Termination. This Agreement shall become effective at the Applicable Time. This Agreement may be terminated at any time on or prior to the any Closing Date by the Initial Purchasers you by written notice to the Company if any of the following has occurredoccurred after the date of this Agreement: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of UBSthe Underwriter, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the NotesSecurities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating, or any announcement by any nationally recognized statistical rating organization that it intends to issue a liquidity rating without issuing or indicating the rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of UBSthe Underwriter, be likely to prejudice materially the success of the proposed issue, sale or distribution of the NotesSecurities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of UBSthe Underwriter, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Notes. If on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Initial Purchasers shall fail or refuse to purchase the Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the 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 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 Notes set forth opposite its name in Schedule A bears to the aggregate principal amount of the Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Notes which such defaulting Initial Purchaser or Initial Purchasers, as Purchase Agreement LA\1074155.8 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 Notes which any Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of such principal amount of the Notes without the written consent of such Initial Purchaser. If on the Closing Date, or an Option Closing Date, as the case may be, any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Notes and the aggregate principal amount of the Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and the Company for purchase of such the Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, or such Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of any such Initial Purchaser under this AgreementSecurities.

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Initial Purchasers you by written notice to the Company if any of the following has occurred: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of UBS▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the NotesSecurities; (ii) any downgrading in the rating of any debt securities of the Company by any “"nationally recognized statistical rating organization” " (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating, or any announcement by any nationally recognized statistical rating organization that it intends to issue a liquidity rating without issuing or indicating the rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of UBS▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., be likely to prejudice materially the success of the proposed issue, sale or distribution of the NotesSecurities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of UBS▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the NotesSecurities. If on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Initial Purchasers Underwriters shall fail or refuse to purchase the Notes Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the Notes Securities which such defaulting Initial Purchaser Underwriter or Initial Purchasers, as the case may be, Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes Securities to be purchased on such date by all Initial PurchasersUnderwriters, each non-defaulting Initial Purchaser Underwriter shall be obligated severally, in the proportion which the principal amount of the Notes Securities set forth opposite its name in Schedule A I bears to the aggregate principal amount of the Notes Securities which all the non-defaulting Initial Purchasers, as the case may be, Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Notes Securities which such defaulting Initial Purchaser Underwriter or Initial Purchasers, as Purchase Agreement LA\1074155.8 the case may be, Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Notes Securities which any Initial Purchaser Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of the Notes Securities without the written consent of such Initial PurchaserUnderwriter. If on the Closing Date, Date any Underwriter or an Option Closing Date, as the case may be, any Initial Purchaser or Initial Purchasers Underwriters shall fail or refuse to purchase the Notes Securities and the aggregate principal amount of the Notes Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes Securities to be purchased by all Initial Purchasers Underwriters and arrangements satisfactory to the Initial Purchasers you and the Company for purchase of such the Notes Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, or such Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser Underwriter from liability in respect of any default of any such Initial Purchaser Underwriter under this Agreement.

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Initial Purchasers you by written notice to the Company if any of the following has occurred: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of UBSDeutsche Bank Securities Inc., is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the NotesSecurities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating, or any announcement by any nationally recognized statistical rating organization that it intends to issue a liquidity rating without issuing or indicating the rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of UBSDeutsche Bank Securities Inc., be likely to prejudice materially the success of the proposed issue, sale or distribution of the NotesSecurities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of UBSDeutsche Bank Securities Inc., the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the NotesSecurities. If on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Initial Purchasers Underwriters shall fail or refuse to purchase the Notes Securities which it or they have agreed to purchase hereunder on such date the Closing Date and the aggregate principal amount of the Notes Securities which such defaulting Initial Purchaser Underwriter or Initial Purchasers, as the case may be, Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes Securities to be purchased on such date by all Initial PurchasersUnderwriters, each non-defaulting Initial Purchaser Underwriter shall be obligated severally, in the proportion which the principal amount of the Notes Securities set forth opposite its name in Schedule A I bears to the aggregate principal amount of the Notes Securities which all the non-defaulting Initial Purchasers, as the case may be, Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Notes Securities which such defaulting Initial Purchaser Underwriter or Initial Purchasers, as Purchase Agreement LA\1074155.8 the case may be, Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Notes Securities which any Initial Purchaser Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of the Notes Securities without the written consent of such Initial PurchaserUnderwriter. If on the Closing Date, any Underwriter or an Option Closing Date, as the case may be, any Initial Purchaser or Initial Purchasers Underwriters shall fail or refuse to purchase the Notes Securities and the aggregate principal amount of the Notes Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes Securities to be purchased by all Initial Purchasers Underwriters on such date and arrangements satisfactory to the Initial Purchasers you and the Company for purchase of such the Notes Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, or such Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser Underwriter from liability in respect of any default of any such Initial Purchaser Underwriter under this Agreement.

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Initial Purchasers you by written notice to the Company if any of the following has occurred: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of UBSCredit Suisse First Boston Corporation, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the NotesSecurities; (ii) any downgrading in the rating of any debt securities of the Company by any “"nationally recognized statistical rating organization” " (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of UBSCredit Suisse First Boston Corporation, be likely to prejudice materially the success of the proposed issue, sale or distribution of the NotesSecurities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of UBSCredit Suisse First Boston Corporation, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the NotesSecurities. If on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Initial Purchasers Underwriters shall fail or refuse to purchase the Notes Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the Notes Securities which such defaulting Initial Purchaser Underwriter or Initial Purchasers, as the case may be, Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes Securities to be purchased on such date by all Initial PurchasersUnderwriters, each non-defaulting Initial Purchaser Underwriter shall be obligated severally, in the proportion which the principal amount of the Notes Securities set forth opposite its name in Schedule A I bears to the aggregate principal amount of the Notes Securities which all the non-defaulting Initial Purchasers, as the case may be, Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Notes Securities which such defaulting Initial Purchaser Underwriter or Initial Purchasers, as Purchase Agreement LA\1074155.8 the case may be, Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Notes Securities which any Initial Purchaser Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of the Notes Securities without the written consent of such Initial PurchaserUnderwriter. If on the Closing Date, Date any Underwriter or an Option Closing Date, as the case may be, any Initial Purchaser or Initial Purchasers Underwriters shall fail or refuse to purchase the Notes Securities and the aggregate principal amount of the Notes Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes Securities to be purchased by all Initial Purchasers Underwriters and arrangements satisfactory to the Initial Purchasers you and the Company for purchase of such the Notes Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, or such Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser Underwriter from liability in respect of any default of any such Initial Purchaser Underwriter under this Agreement.

Effectiveness of Agreement and Termination. This Agreement shall become effective at the Applicable Time. This Agreement may be terminated at any time on or prior to the First Closing Date or Optional Closing Date(s) by the Initial Purchasers you by written notice to the Company if any of the following has occurredoccurred after the date of this Agreement: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of UBSthe Underwriters, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the NotesSecurities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating, or any announcement by any nationally recognized statistical rating organization that it intends to issue a liquidity rating without issuing or indicating the rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of UBSthe Underwriters, be likely to prejudice materially the success of the proposed issue, sale or distribution of the NotesSecurities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of UBSthe Underwriters, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Notes. If on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Initial Purchasers shall fail or refuse to purchase the Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the 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 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 Notes set forth opposite its name in Schedule A bears to the aggregate principal amount of the Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Notes which such defaulting Initial Purchaser or Initial Purchasers, as Purchase Agreement LA\1074155.8 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 Notes which any Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-tenth of such principal amount of the Notes without the written consent of such Initial Purchaser. If on the Closing Date, or an Option Closing Date, as the case may be, any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Notes and the aggregate principal amount of the Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and the Company for purchase of such the Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, or such Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of any such Initial Purchaser under this AgreementSecurities.

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement may be terminated at any time on or prior to the Closing Date by the Initial Purchasers you by written notice to the Company if any of the following has occurred: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of UBSCredit Suisse First Boston LLC, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the NotesSecurities; (ii) any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating, or any announcement by any nationally recognized statistical rating organization that it intends to issue a liquidity rating without issuing or indicating the rating) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of UBSCredit Suisse First Boston LLC, be likely to prejudice materially the success of the proposed issue, sale or distribution of the NotesSecurities, whether in the primary market or in respect of dealings in the secondary market, (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi) any major disruption of settlements of securities or clearance services in the United States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of UBSCredit Suisse First Boston LLC, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the NotesSecurities. If on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Initial Purchasers Underwriters shall fail or refuse to purchase the Notes Securities which it or they have agreed to purchase hereunder on such date the Closing Date and the aggregate principal amount of the Notes Securities which such defaulting Initial Purchaser Underwriter or Initial Purchasers, as the case may be, Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes Securities to be purchased on such date by all Initial PurchasersUnderwriters, each non-defaulting Initial Purchaser Underwriter shall be obligated severally, in the proportion which the principal amount of the Notes Securities set forth opposite its name in Schedule A I bears to the aggregate principal amount of the Notes Securities which all the non-defaulting Initial Purchasers, as the case may be, Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Notes Securities which such defaulting Initial Purchaser Underwriter or Initial Purchasers, as Purchase Agreement LA\1074155.8 the case may be, Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Notes Securities which any Initial Purchaser Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of the Notes Securities without the written consent of such Initial PurchaserUnderwriter. If on the Closing Date, any Underwriter or an Option Closing Date, as the case may be, any Initial Purchaser or Initial Purchasers Underwriters shall fail or refuse to purchase the Notes Securities and the aggregate principal amount of the Notes Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Notes Securities to be purchased by all Initial Purchasers Underwriters and arrangements satisfactory to the Initial Purchasers you and the Company for purchase of such the Notes Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date, or such Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser Underwriter from liability in respect of any default of any such Initial Purchaser Underwriter under this Agreement.