Common use of Effectiveness of Agreement and Termination Clause in Contracts

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. The obligations of the Underwriter hereunder shall be subject to termination in the absolute discretion of the Underwriter if, since the time of the execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Basic Prospectus and the Prospectus (exclusive of any amendments or supplements thereto) and the Permitted Free Writing Prospectuses, if any, (x) there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operation of the Company and its subsidiaries taken as a whole, which would, in the Underwriter’s judgment, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement, the Basic Prospectuses and the Prospectus (exclusive of any amendments or supplements thereto) and the Permitted Free Writing Prospectuses, if any, or (y) there shall have occurred: (i) 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 Underwriter’s judgment, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with the public offering or the delivery of the Shares, (ii) the suspension or material limitation of trading in securities or other instruments on the NYSE, (iii) the suspension of trading of any securities of the Company on the NYSE, (iv) the declaration of a banking moratorium by either federal or New York State authorities or (v) any major disruption of settlements of securities or clearance services in the United States.

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. The obligations of the Underwriter several Underwriters hereunder shall be subject to termination in the absolute discretion of the Underwriter ifRepresentatives of the Underwriters, since the time of the execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Basic Prospectus and the Prospectus (exclusive of any amendments or supplements thereto) and the Permitted Free Writing Prospectuses, if any, (x) there has been any material adverse change or any development involving a prospective material adverse change in the business, properties, management, condition (financial condition or otherwise) or results of operation of the Company Allied and its subsidiaries taken as a whole, which would, in the UnderwriterUBS’s judgment, make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares Notes on the terms and in the manner contemplated in the Registration Statement, the Basic Prospectuses and the Prospectus (exclusive of any amendments or supplements thereto) and the Permitted Free Writing Prospectuses, if any, or (y) there shall have occurred: (i) 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 Underwriter’s judgmentjudgment of a majority in interest of the Underwriters, including UBS, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with the public offering or the delivery of the SharesNotes, (ii) the suspension or material limitation of trading in securities or other instruments on the NYSENew York Stock Exchange, (iii) the suspension of trading of any securities of the Company or any Guarantor on any exchange or in the NYSEover-the-counter market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business, prospects, condition (financial or otherwise) or results of operations of Allied and its subsidiaries, taken as a whole, (v) the declaration of a banking moratorium by either federal or New York State authorities authorities, (vi) any change in United States or international financial, political or economic conditions as would, in the judgment or a majority in interest of the Underwriters, including 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 or (vvii) any major disruption of settlements of securities or clearance services in the United States. If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase the Notes which it or they have agreed to purchase hereunder on such date, other than as a result of a failure by the Company and the Guarantors to meet the conditions set forth in Section 6 or the termination of this Agreement pursuant to the immediately prior paragraph of this Section 7, and the aggregate principal amount of the Notes which such defaulting Underwriter or Underwriters, 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 Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of the Notes set forth opposite its name in Schedule C bears to the aggregate principal amount of the Notes which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as the non-defaulting Underwriters may specify, to purchase the Notes which such defaulting Underwriter or Underwriters, 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 Notes which any Underwriter has agreed to purchase pursuant to Section 1 hereof be increased pursuant to this Section 7 by an amount in excess of one-ninth of such principal amount of the Notes without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters 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 Underwriters and arrangements satisfactory to the Underwriters 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 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, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Basic Prospectus, the Prospectus or the Free Writing Prospectuses, if any, or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.