OR IN THE AGGREGATE, HAS
OR COULD BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT (INCLUDING
WITHOUT LIMITATION A CHANGE IN CONTROL OF THE COMPANY OR THE SUBSIDIARIES),
EXCEPT AS DESCRIBED IN THE FINAL MEMORANDUM (EXCLUSIVE OF ANY AMENDMENT OR
SUPPLEMENT THERETO);
(II)
TRADING IN SECURITIES OF THE COMPANY
GENERALLY ON THE NYSE, AMERICAN STOCK EXCHANGE OR THE NASDAQ NATIONAL MARKET
SHALL HAVE BEEN SUSPENDED OR MATERIALLY LIMITED OR MINIMUM OR MAXIMUM PRICES
SHALL HAVE BEEN ESTABLISHED ON ANY SUCH EXCHANGE OR MARKET;
(III)
A BANKING MORATORIUM SHALL HAVE BEEN
DECLARED BY NEW YORK OR UNITED STATES AUTHORITIES OR A MATERIAL DISRUPTION IN
COMMERCIAL BANKING OR SECURITIES SETTLEMENT OR CLEARANCE SERVICES IN THE UNITED
STATES;
(IV)
THERE SHALL HAVE BEEN (A) AN OUTBREAK OR
ESCALATION OF HOSTILITIES BETWEEN THE UNITED STATES AND ANY FOREIGN POWER,
(B) AN OUTBREAK OR ESCALATION OF ANY OTHER INSURRECTION OR ARMED CONFLICT
INVOLVING THE UNITED STATES OR ANY OTHER NATIONAL OR INTERNATIONAL CALAMITY OR
EMERGENCY OR (C) ANY MATERIAL CHANGE IN THE FINANCIAL MARKETS OF THE UNITED
STATES WHICH, IN THE CASE OF (A), (B) OR (C) ABOVE AND IN THE SOLE JUDGMENT OF
THE INITIAL PURCHASERS, MAKES IT IMPRACTICABLE OR INADVISABLE TO PROCEED WITH
THE OFFERING OR THE DELIVERY OF THE SECURITIES AS CONTEMPLATED BY THE FINAL
MEMORANDUM; OR
28
(V)
ANY SECURITIES OF THE COMPANY SHALL HAVE
BEEN DOWNGRADED BY ANY NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION OR
ANY SUCH ORGANIZATION SHALL HAVE PUBLICLY ANNOUNCED THAT IT HAS UNDER
SURVEILLANCE OR REVIEW, OR HAS CHANGED ITS OUTLOOK WITH RESPECT TO, ITS RATINGS
OF ANY SECURITIES OF THE COMPANY (OTHER THAN AN ANNOUNCEMENT WITH POSITIVE
IMPLICATIONS OF A POSSIBLE UPGRADING).
(B)
TERMINATION OF THIS AGREEMENT PURSUANT TO
THIS SECTION 11 SHALL BE WITHOUT LIABILITY OF ANY PARTY TO ANY OTHER PARTY
EXCEPT AS PROVIDED IN SECTION 10 HEREOF.
SECTION 12.
INFORMATION SUPPLIED BY THE
INITIAL PURCHASERS.
THE STATEMENTS SET FORTH IN THE LAST PARAGRAPH ON THE FRONT
COVER PAGE AND IN THE FIRST AND THIRD SENTENCES OF THE THIRD PARAGRAPH AND THE
THIRD SENTENCE OF THE FIFTH PARAGRAPH UNDER THE HEADING "PRIVATE PLACEMENT" IN
THE FINAL MEMORANDUM (TO THE EXTENT SUCH STATEMENTS RELATE TO THE INITIAL
PURCHASERS) CONSTITUTE THE ONLY INFORMATION FURNISHED BY THE INITIAL PURCHASERS
TO THE COMPANY FOR THE PURPOSES OF SECTIONS 2(A) AND 9 HEREOF.
SECTION 13.
NOTICES.
ALL COMMUNICATIONS
HEREUNDER SHALL BE IN WRITING AND, IF SENT TO THE INITIAL PURCHASERS, SHALL BE
MAILED OR DELIVERED TO (I) DEUTSCHE BANK SECURITIES INC., 60 WALL STREET, NEW
YORK, NEW YORK 10005, ATTENTION:
CORPORATE FINANCE DEPARTMENT; IF SENT TO THE
COMPANY, SHALL BE MAILED OR DELIVERED TO THE COMPANY AT 9690 DEERECO ROAD, SUITE
100, TIMONIUM, MARYLAND 21093, ATTENTION:
ROBERT O. STEPHENSON; WITH A COPY TO
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP, SIXTEENTH FLOOR, 191 PEACHTREE STREET,
N.E., ATLANTA, GEORGIA 30303, ATTENTION:
RICHARD H. MILLER.
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; five business days after being
deposited