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

Effective Date of Agreement and Termination. This Agreement will become effective upon execution and delivery by you and the Company. This Agreement may be terminated by you in your absolute discretion by giving written notice to the Company at any time on or prior to the Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, if prior to such time any of the following has occurred or, in your opinion, is likely to occur: (i) after the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus), any material adverse change or development involving a prospective material adverse change in or affecting particularly the business, results of operations, condition (financial or other), or prospects of the Company, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of the Shares impracticable or inadvisable; (ii) if, on or after the date of this Agreement, there has been (x) the engagement in hostilities or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) any outbreak of hostilities or other national or international calamity or crisis or change in economic or political conditions, if the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) on the financial markets of the United States would, in your sole judgment, make the offering or delivery of the Shares impracticable or inadvisable; (iii) if there has been a suspension of trading in securities generally or a material adverse decline in value of securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitations on prices (other than limitations on hours or numbers of days of trading) for securities on either such exchange or system; (iv) if there has been the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of, or commencement of any proceeding or investigation by, any court, legislative body, agency or other governmental authority which in your sole judgment materially and adversely affects or may materially and adversely affect the business, results of operations, condition (financial or other) or prospects of the Company; (v) if there has been the declaration of a banking moratorium by federal, New York or California state authorities; (vi) if there has been any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your sole judgment has a material adverse effect on the securities markets in the United States or makes the offering or delivery of the shares impractical or inadvisable; or (vii) existing international monetary conditions have undergone a material change which, in your sole judgment, makes the offering or delivery of the Shares impracticable or inadvisable. If this Agreement is terminated pursuant to this Section 8, there will be no liability of the Company to the Underwriters (except pursuant to Section 4 and Section 7 of this Agreement) and no liability of the Underwriters to the Company (except to the extent provided in Section 7 of this Agreement).

Effective Date of Agreement and Termination. This Agreement will become effective upon execution and delivery by you and the Company. This Agreement may be terminated by you in your absolute discretion by giving written notice to the Company at any time on or prior to the Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, if prior to such time any of the following has occurred or, in your opinion, is likely to occur: (i) after the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus), any material adverse change or development involving a prospective material adverse change in or affecting particularly the business, results of operations, condition (financial or other), or prospects of the Company, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of the Shares impracticable or inadvisable; (ii) if, on or after the date of this Agreement, there has been (x) the engagement in hostilities or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) any outbreak of hostilities or other national or international calamity or crisis or change in economic or political conditions, if the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) on the financial markets of the United States would, in your sole judgment, make the offering or delivery of the Shares impracticable or inadvisable; (iii) if there has been a suspension of trading in securities generally or a material adverse decline in value of securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitations on prices (other than limitations on hours or numbers of days of trading) for securities on either such exchange or system; (iv) if there has been the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of, or commencement of any proceeding or investigation by, any court, legislative body, agency or other governmental authority which in your sole judgment materially and adversely affects or may materially and adversely affect the business, results of operations, condition (financial or other) or prospects of the Company; (v) if there has been the declaration of a banking moratorium by federal, New York or California state authorities; (vi) if there has been any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your sole judgment has a material adverse effect on the securities markets in the United States or makes the offering or delivery of the shares impractical or inadvisable; or (vii) existing international monetary conditions have undergone a material change which, in your sole judgment, makes the offering or delivery of the Shares impracticable or inadvisable. If this Agreement is terminated pursuant to this Section 8, there will be no liability of the Company to the Underwriters (except pursuant to Section 4 and Section 7 of this Agreement) and no liability of the Underwriters to the Company (except to the extent provided in Section 7 of this Agreement).generally

Effective Date of Agreement and Termination. This Agreement will shall become effective upon the later of (i) execution of this Agreement and delivery (ii) when notification of the effectiveness of the Registration Statement has been released by you and the CompanyCommission. This Agreement may be terminated at any time prior to the Closing Date by you in your absolute discretion by giving written notice to the Company at any time on or prior to the Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, Sellers if prior to such time any of the following has occurred or, in your opinion, is likely to occuroccurred: (i) after since the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus), any material adverse change or development involving a prospective material adverse change in or affecting particularly the businesscondition, results of operations, condition (financial or other)otherwise, of the Company and its subsidiaries, taken as a whole, or the earnings, affairs, or business prospects of the CompanyCompany or any of its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of it impracticable to market the Shares impracticable or inadvisable; on the terms and in the manner contemplated in the Prospectus, (ii) if, on or after the date of this Agreement, there has been (x) the engagement in hostilities or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or political conditions, if the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) on the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your sole judgment, make the offering or delivery of it impracticable to market the Shares impracticable or inadvisable; on the terms and in the manner contemplated in the Prospectus, (iii) if there has been a the suspension or material limitation of trading in securities generally or a material adverse decline in value of securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitations limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either any such exchange or system; Nasdaq National Market, (iv) if there has been the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of, or commencement of any proceeding or investigation by, any court, legislative body, agency or other governmental authority which in your sole judgment materially and adversely affects or may materially and adversely affect the business, results of operations, condition (financial or other) or prospects of the Company; (v) if there has been the declaration of a banking moratorium by federal, New York or California state authorities; (vi) if there has been any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your sole judgment has a material adverse effect on the securities markets in the United States or makes the offering or delivery of the shares impractical or inadvisable; or (vii) existing international monetary conditions have undergone a material change which, in your sole judgment, makes the offering or delivery of the Shares impracticable or inadvisable. If this Agreement is terminated pursuant to this Section 8, there will be no liability of the Company to the Underwriters (except pursuant to Section 4 and Section 7 of this Agreement) and no liability of the Underwriters to the Company (except to the extent provided in Section 7 of this Agreement).state

Effective Date of Agreement and Termination. (a) This Agreement will shall become effective upon the later of (i) the execution and delivery hereof by you the parties hereto and (ii) release of notification of effectiveness of the Registration Statement by the Commission. By giving notice before the time this Agreement becomes effective, you, or the Company. This , may prevent this Agreement from becoming effective, without liability of any party to any other party, except that the Company shall remain obligated to pay costs and expenses to the extent provided in Section 4 hereof. (b) You may be terminated terminate this Agreement, by you in your absolute discretion by giving written notice to the Company and the Trust, at any time on at or prior to the Closing Time of Purchase or, with respect to the purchase of the Option Shares, on or prior to the Additional Time of Purchase, as the case may be, if prior to such time any of the following has occurred or, in your opinion, is likely to occur: (i) after in accordance with the last paragraph of Section 5 of this Agreement, or (ii) if there has been since the respective dates as of which information is given in the Registration Statement and the Prospectus Supplement/Prospectus (or, if the Prospectus Supplement/Prospectus is not in existence, the most recent Preliminary Prospectus Supplement/Prospectus)Statement, any material adverse change change, or any development involving a prospective material adverse change change, in or affecting particularly the business, prospects, management, properties, assets, results of operations, operations or condition (financial or other), or prospects otherwise) of the Company, whether or not arising in the ordinary course of business, occurs which would, in your sole judgment, make the offering or the delivery of the Shares impracticable or inadvisable; (iiiii) if, on or after the date of this Agreement, if there has been (x) the engagement in hostilities occurred or an escalation of major hostilities by the United States or the declaration of war or a national emergency by the United States or (y) accelerated any outbreak of hostilities or other national or international calamity or crisis or change in economic or political conditions, if conditions the effect of such outbreak, calamity, crisis or change in economic or political conditions referred to in this clause (ii)(y) which on the financial markets of the United States wouldis such as to make it, in your sole judgment, make impracticable to market the offering Shares or delivery enforce contracts for the sale of the Shares impracticable Preferred Securities, or inadvisable; (iiiiv) if there trading in any securities of the Company has been a suspension of suspended by the Commission or by the Nasdaq Stock Market or if trading in securities generally or a material adverse decline in value of securities generally on the New York Stock Exchange, the American Stock Exchange or in the Nasdaq National Market over-the-counter market has been suspended, 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 on either such exchange have been required, by the NASD or system; by order of the Commission or any other governmental authority, or (ivv) if there a banking moratorium has been the enactmentdeclared by federal or New York, publicationKentucky or Indiana authorities, decree or other promulgation of (vi) any federal or state statute, regulation, rule or order of, or commencement of any proceeding or investigation by, any court, legislative body, agency court or other governmental authority has been enacted, published, decreed or otherwise promulgated which in your sole judgment reasonable opinion materially and adversely affects or may will materially and adversely affect the business, results of operations, condition (financial business or other) or prospects operations of the Company; , or (vvii) if there any action has been the declaration of a banking moratorium by federal, New York or California state authorities; (vi) if there has been any action taken by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your sole judgment reasonable opinion has a material adverse effect on the securities markets in the United States or makes the offering or delivery of the shares impractical or inadvisable; or States. (viic) existing international monetary conditions have undergone a material change which, in your sole judgment, makes the offering or delivery of the Shares impracticable or inadvisable. If this Agreement is terminated pursuant to this Section 8, there will such termination shall be no without liability of the Company any party to the Underwriters (except pursuant to Section 4 and Section 7 of this Agreement) and no liability of the Underwriters to the Company (any other party, except to the extent provided in Section 7 4. Notwithstanding any such termination, the provisions of this Agreement)Section 6 shall remain in effect.