Common use of Termination; Amendment Clause in Contracts

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and (iii) Section 6 of this Agreement (collectively, the “Offering Provisions”) will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th day after the date of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions is extended or sooner terminated as hereinafter provided. The Manager may extend the effectiveness of such Offering Provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager may terminate such Offering Provisions, other than Section 4(c), at any time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securities. (b) This Agreement may be terminated by either party hereto upon five business days’ written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified us of the amount of Securities allotted to us in such offering, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (c) This Agreement may be supplemented or amended by you by notice to us from you and, except for supplements or amendments set forth in the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and (iii) Section 6 of this Agreement (collectively, the “Offering Provisions”) will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th day after the date of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions is extended or sooner terminated as hereinafter provided. The Manager may extend the effectiveness of such Offering Provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager may terminate such Offering Provisions, other than Section 4(c), at any time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securities. (ba) This Agreement may be terminated by either party hereto upon five business days’ written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified us of the amount of Securities allotted to us in such offering, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (cb) This Agreement may be supplemented or amended by you by notice to us from you and, except for supplements or amendments set forth in the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and (iii) Section 6 of this Agreement (collectively, the “Offering Provisions”) will terminate with With respect to each offering of Securities pursuant to this Agreement, all limitations in this Agreement on the price at which Securities may be sold, the last paragraph of Section 4(a) referring to repurchase from or resale by you of our previously sold Securities, the authority to stabilize and over-allot in the first sentence of Section 8, and the restrictions on open market transactions contained in Section 9 (collectively, the "Offering Provisions") will terminate at the close of business on the 45th forty-fifth (45th) day after the date of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions is extended or sooner terminated as hereinafter provided. The Manager You may extend the effectiveness of such the Offering Provisions up to an additional 15 fifteen (15) days in the aggregate by notice or notices to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the noticesuch notice or notices. The Manager You may terminate such any or all of the Offering Provisions, other than Section 4(c), Provisions at any prior time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminatedUnderwriters. All other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesoffering. (b) This Agreement may be terminated by either party hereto upon five (5) business days’ ' written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified us of the amount of Securities allotted to us in our Acceptance for such offering, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this SectionSection 11. (c) This Agreement may be supplemented or amended by you by notice to us from you by written communication and, except for supplements or amendments set forth in the information relating to a particular offering of Securitiesan Invitation, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “"this Agreement” " herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 44 hereof, (ii) the second sentence of Section 5 hereof and (iii) Section 6 of this Agreement hereof (collectively, the “Offering Provisions”"offering provisions") will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th day after the date of the initial public offering of the such Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions offering provisions is extended or sooner terminated as hereinafter provided. The Manager You may extend the effectiveness of such Offering Provisions offering provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager You may terminate such Offering Provisions, offering provisions other than Section 4(c), ) hereof at any time by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are terminated and the Manager you may terminate the provisions of Section 4(c) hereof at any time at or subsequent to the termination of the other Offering Provisions offering provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this the Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesoffering. (b) This Agreement may be terminated by either party hereto upon five business days’ ' written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified advised us of the amount of Securities securities allotted to us in such offeringus, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (c) This Agreement may be supplemented or amended by you by notice to us from you by written communication and, except for supplements or amendments set forth in included with the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “"this Agreement” " herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and (iii) Section 6 of this Agreement (collectively, the “Offering Provisions”"OFFERING PROVISIONS") will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th day after the date of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions is extended or sooner terminated as hereinafter provided. The Manager may extend the effectiveness of such Offering Provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager may terminate such Offering Provisions, other than Section 4(c), at any time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securities. (ba) This Agreement may be terminated by either party hereto upon five business days’ ' written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified us of the amount of Securities allotted to us in such offering, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (cb) This Agreement may be supplemented or amended by you by notice to us from you and, except for supplements or amendments set forth in the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “"this Agreement” " herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 44 hereof, (ii) the second sentence of Section 5 hereof and (iii) Section 6 of this Agreement hereof (collectively, the “Offering Provisions"offering provisions”) will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th 30th day after the date of the initial public offering of the such Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Purchase Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions offering provisions is extended or sooner terminated as hereinafter provided. The Manager You may extend the effectiveness of such Offering Provisions offering provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager You may terminate such Offering Provisions, offering provisions other than Section 4(c), ) hereof at any time by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are terminated and the Manager you may terminate the provisions of Section 4(c) hereof at any time at or subsequent to the termination of the other Offering Provisions offering provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this the Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesoffering. (b) This Agreement may be terminated by either party hereto upon five business days’ ' written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified advised us of the amount of Securities securities allotted to us in such offeringus, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (c) This Agreement may be supplemented or amended by you by notice to us from you by written communication and, except for supplements or amendments set forth in included with the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “"this Agreement” " herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in provisions of (i) the second sentence of the fourth paragraph of Section 44(a) hereof, (ii) the second last paragraph of Section 4(a) hereof, (iii) the first sentence of Section 5 7 hereof, and (iiiiv) Section 6 of this Agreement 8 hereof (collectively, the “Offering Provisions”"offering provisions") will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th day after the date of the initial public offering of the Securities are released for sale by you by notice to the Underwriters or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions offering provisions is extended or sooner terminated as hereinafter provided. The Manager You may extend the effectiveness of such Offering Provisions offering provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager You may terminate such Offering Provisions, offering provisions other than the last paragraph of Section 4(c), 4(a) hereof at any time by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are terminated and the Manager you may terminate the provisions of the last paragraph of Section 4(c4(a) hereof at any time at or subsequent to the termination of the other Offering Provisions offering provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this the Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesoffering. (b) This Agreement may be terminated by either party hereto upon five business days’ ' written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified us of the amount of Securities allotted to us in our Acceptance for such offering, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (c) This Agreement may be supplemented or amended by you by notice to us from you by written communication and, except for supplements or amendments set forth in the information relating to a particular offering of Securitiesan Invitation, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “"this Agreement” " herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and (iii) Section 6 of this Agreement (collectively, the ““ Offering ProvisionsProvisions ”) will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th day after the date of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions is extended or sooner terminated as hereinafter provided. The Manager may extend the effectiveness of such Offering Provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager may terminate such Offering Provisions, other than Section 4(c), at any time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securities. (ba) This Agreement may be terminated by either party hereto upon five business days’ written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified us of the amount of Securities allotted to us in such offering, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (cb) This Agreement may be supplemented or amended by you by notice to us from you and, except for supplements or amendments set forth in the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and 6 or (iii) Section 6 7 of this Agreement (collectively, the “Offering Provisions”"offering provisions") will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th day after the date of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is latersuch Securities, unless in either such case the effectiveness of such Offering Provisions offering provisions is extended or sooner terminated as hereinafter here inafter provided. The Manager You may extend the effectiveness of such Offering Provisions offering provisions for up to an additional 15 days by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are extended to the date or by the number of days indicated in the such notice. The Manager You may terminate such Offering Provisions, offering provisions other than those set forth in Section 4(c), ) at any time by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are terminated terminated, and the Manager you may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions offering provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this the Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesoffering. (b) This Agreement may be terminated by either party hereto upon five 5 business days’ ' written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such termination notice from us after you have notified advised us of the amount of Securities allotted to us in such offeringus, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this SectionSection 8. (c) This Agreement may be supplemented or amended by you by notice to us from you by written communication and, except for supplements or amendments set forth in included with the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “"this Agreement” " herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth This Agreement will continue in (i) effect until terminated as provided in this Section 4, (ii) 9. This Agreement may be terminated by either the second sentence Company as to any of Section 5 and (iii) Section 6 you or any of you insofar as this Agreement (collectivelyrelates to such of you, by giving written notice of such termination to such of you or the “Offering Provisions”) will Company, as the case may be. This Agreement shall so terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th first business day after following the date receipt of such notice by the party to whom such notice is given. In the event of such termination, no party so terminated shall have any liability to any other party so terminated, except as provided in the fourth paragraph of Section 2(a), Section 4(d), Section 4(h), Section 8, Section 10 and Section 13. This Agreement may be amended by the written agreement of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions is extended or sooner terminated as hereinafter provided. The Manager may extend the effectiveness of such Offering Provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager may terminate such Offering Provisions, other than Section 4(c), at any time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesparties hereto. (b) This Each Terms Agreement may (whether oral or written) shall be terminated subject to termination by either party hereto upon five business days’ written the Purchaser, by notice given to the other party; provided, however, that with respect Company prior to delivery of any particular offering of Securitiespayment for any Note to be purchased thereunder, if you receive prior to such time (i) there shall have occurred, subsequent to the agreement to purchase such Note, any material adverse change, or any change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, (ii) there shall have been, subsequent to the agreement to purchase such Note, any decrease in the rating of any of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the 1933 ▇▇▇) ▇▇ any notice publicly given of any intended or potential decrease 18 19 in any such notice from us after you have notified us rating or of a possible change in any such rating that does not indicate the direction of the amount possible change, (iii) trading in the Company's common stock shall have been suspended by the Commission or a national securities exchange or trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Pacific Stock Exchange shall have been suspended or minimum prices shall have been established on either of Securities allotted to us in such offeringExchanges, this Agreement (iv) a banking moratorium shall remain in full force and have been declared either by Federal or Louisiana or New York State authorities, or (v) there shall have occurred any outbreak or material escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (c) This Agreement may be supplemented or amended by you by notice to us from you andmake it, except for supplements or amendments set forth in the information relating reasonable judgment of the Purchaser, impracticable to a particular proceed with the offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date delivery of such Notes as contemplated by the Prospectus (exclusive of any supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so supplemented and amendedthereto).

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and (iii) Section 6 of this Agreement (collectively, the “Offering Provisions”) will terminate with With respect to each offering of Securities pursuant to this Agreement, all limitations in this Agreement on the price at which Securities may be sold, the period of time referred to in Section 6 hereof, the authority granted by the first sentence of Section 9 hereof, and the restrictions contained in Section 10 hereof shall terminate at the close of business on the 45th day after the date commencement of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is laterSecurities, unless in either such case the effectiveness of such Offering Provisions provisions is extended or sooner terminated by you as hereinafter provided. The Manager You may extend the effectiveness of any or all of such Offering Provisions provisions for up to an additional 15 days days, or terminate, any or all of such provisions at any time prior thereto, in either case by notice to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager may terminate such Offering Provisions, other than Section 4(c), at any time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminatedUnderwriters. All other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesoffering. (b) This Agreement may be terminated by either party hereto upon five 5 business days’ ' prior written notice to the other party; provided, however, that that, with respect to any particular offering of Securities, if you receive any such termination notice from us after you have notified us our Acceptance of the amount of Securities allotted to us in Invitation for such offering, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this SectionSection 12. (c) This Agreement may be supplemented or amended by you by written notice to us from you and, except for supplements or amendments set forth in the information an Invitation relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering of Securities to which this Agreement applies after the date of such supplement this Agreement is so amended or amendmentsupplemented. Each reference to “"this Agreement” " herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and (iii) Section 6 of this Agreement (collectively, the “"Offering Provisions”) will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th day after the date of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions is extended or sooner terminated as hereinafter provided. The Manager may extend the effectiveness of such Offering Provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager may terminate such Offering Provisions, other than Section 4(c), at any time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to the termination of the other Offering Provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securities. (ba) This Agreement may be terminated by either party hereto upon five business days’ written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified us of the amount of Securities allotted to us in such offering, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (cb) This Agreement may be supplemented or amended by you by notice to us from you and, except for supplements or amendments set forth in the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The terms and conditions set forth in (i) Section 44 hereof, (ii) the second sentence of Section 5 hereof and (iii) Section 6 of this Agreement hereof (collectively, the “Offering Provisionsoffering provisions”) will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th 30th day after the date of the initial public offering of the such Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Purchase Agreement, whichever is later, unless in either such case the effectiveness of such Offering Provisions offering provisions is extended or sooner terminated as hereinafter provided. The Manager You may extend the effectiveness of such Offering Provisions offering provisions up to an additional 15 days by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are extended to the date or by the number of days indicated in the notice. The Manager You may terminate such Offering Provisions, offering provisions other than Section 4(c), ) hereof at any time by notice to us to the effect that the Offering Provisions offering provisions of this Agreement are terminated and the Manager you may terminate the provisions of Section 4(c) hereof at any time at or subsequent to the termination of the other Offering Provisions offering provisions by notice to us to the effect that the penalty bid provisions of this Agreement are terminated. All other provisions of this the Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesoffering. (b) This Agreement may be terminated by either party hereto upon five business days’ written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified advised us of the amount of Securities securities allotted to us in such offeringus, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (c) This Agreement may be supplemented or amended by you by notice to us from you by written communication and, except for supplements or amendments set forth in included with the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so supplemented and amended.

Termination; Amendment. (a) The Unless this Agreement or any provision hereof is earlier terminated by you and except for provisions herein that contemplate obligations surviving the termination of the effectiveness hereof, the terms and conditions set forth in (i) Section 4, (ii) the second sentence of Section 5 and (iii) Section 6 of this Agreement (collectively, the “"Offering Provisions”") will terminate with respect to each offering of Securities pursuant to this Agreement at the close of business on the 45th forty-fifth (45th) day after the date of the initial public offering of the Securities or at the close of business on the day of the closing of the purchase of the Securities by the Underwriters pursuant to the Underwriting Agreement, whichever is later, unless in either such case the effectiveness of such the Offering Provisions is extended or sooner terminated as hereinafter provided. The Manager You may extend the effectiveness of such Offering Provisions up to an additional 15 fifteen (15) days in the aggregate by notice or notices to us to the effect that the Offering Provisions of this Agreement are extended to the date or by the number of days indicated in the noticesuch notice or notices. The Manager may terminate such Offering Provisions, other than Section 4(c), at any time by notice to us to the effect that the Offering Provisions of this Agreement are terminated and the Manager may terminate the provisions of Section 4(c) at any time at or subsequent to Notwithstanding the termination of the other Offering Provisions by notice to us this Agreement, each Selected Dealer shall remain liable to the effect extent provided by law for its proportionate amount of any claim, demand or liability which may be asserted against it alone, or against it together with other dealers purchasing Securities upon the terms of this Agreement, or against the Representatives, based upon the claim that the penalty bid provisions Selected Dealers, or any of this Agreement are terminated. All them, constitute an association, an unincorporated business or other provisions of this Agreement shall remain operative and in full force and effect with respect to the offering of such Securitiesseparate entity. (b) This Agreement may be terminated by either party hereto upon five (5) business days’ ' written notice to the other party; provided, however, that with respect to any particular offering of Securities, if you receive any such notice from us after you have notified advised us of the amount of Securities allotted to us in such offeringus, this Agreement shall remain in full force and effect as to such offering and shall terminate with respect to such offering and all previous offerings only in accordance with and to the extent provided in subsection (a) of this Section. (c) This Agreement may be supplemented or amended by you by notice to us from you and, except for supplements or amendments set forth in the information relating to a particular offering of Securities, any such supplement or amendment to this Agreement shall be effective with respect to any offering to which this Agreement applies after the date of such supplement or amendment. Each reference to “this Agreement” herein shall, as appropriate, be to this Agreement as so supplemented and amended.as