Common use of Termination; Amendment Clause in Contracts

Termination; Amendment. a. This Agreement shall become effective as of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (i) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of Dealer or the Dealer Manager, except as set forth in this Agreement. e. This Agreement is not assignable or transferable without the prior written consent of the other party. f. This Agreement may be amended by Dealer and the Dealer Manager upon mutual written agreement.

Termination; Amendment. a. This (a) In addition to the automatic termination of this Agreement shall become effective as specified in Section 1(b) of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each , each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (ib) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this This Agreement shall terminate without obligation on immediately upon the part appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. (c) The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer or the Dealer Managerof its obligations, except as set forth duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by AAM. e. (d) This Agreement is not assignable shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. No party hereto may assign either this Agreement or transferable any of its rights or obligations hereunder without the prior written consent approval of the other partyparty hereto; provided, however, AAM may, at any time, assign its duties, rights or obligations under this Agreement (i) to any person controlling, controlled by, or under common control with AAM; or (ii) in connection with a conversion, merger or transfer of substantially all of its assets or business, by operation of law or otherwise. f. (e) This Agreement may be amended by AAM at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment. (f) Dealer acknowledges and agrees that if Dealer terminates this Agreement, AAM may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the Dealer Manager upon mutual written agreementestablishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer's account.

Termination; Amendment. a. This Agreement shall become effective as of the date first written above and shall remain in force unless terminated as described in this Agreement. b. (a) Each party to Agent may terminate this Agreement may unilaterally cancel its participation in with respect to itself by notice given to the Dealer Manager, if after the execution and delivery of this Agreement by giving thirty (30) days and prior written notice to the other party. In addition, each party to this Agreement maySettlement Date (i) any Company Material Adverse Effect has occurred which, in the event reasonable judgment of the Agent may materially impair the investment quality of the Sub-Placement Shares, (ii) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the NYSE, the NYSE MKT, the NASDAQ Stock Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (iii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iv) a material breach of this Agreement by disruption in securities settlement, payment or clearance services in the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager United States shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010occurred, as each may be amended, or similar law of (v) any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective moratorium on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (i) a commercial banking moratorium activities shall have been declared by a state Federal or federal authority; New York State authorities or (iivi) the Company there shall have sustained a material occurred any outbreak or substantial loss by fireescalation of hostilities, flood, accident, hurricane, earthquake, theft, sabotage or other any change in financial markets or any calamity or malicious act crisis that, in the Agent’s judgment, is material and adverse and which, whether singly or not said loss shall have been insuredtogether with any other event specified in this clause (vi), will makes it, in Dealerthe Agent’s good faith opinion make it judgment, impracticable or inadvisable to proceed with the offering and offer, sale or delivery of the Shares; or Shares on the terms and in the manner contemplated in the Prospectus. If an Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required notice as specified in Section 17 (iiiNotices). (b) there Each Agent, solely with respect to itself, and the Dealer Manager, with respect to any Agent, shall each have beenthe right, subsequent by giving three (3) days’ notice to the dates information other party as hereinafter specified, unless such notice is given waived by such other party, to terminate this Agreement in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager sole discretion at any time and will resume its offer and sale after the date of Shares hereunder this Agreement. (c) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, . (d) This Agreement shall remain in full force and effect unless terminated pursuant to this Section 12 or otherwise by mutual agreement of the parties. (e) Any termination of this Agreement shall terminate without obligation be effective on the part date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Dealer Manager or the Dealer Managerapplicable Agent, except as set forth the case may be. If such termination shall occur prior to the Settlement Date for any sale of Sub-Placement Shares, such Sub-Placement Shares shall settle in accordance with the provisions of this Agreement. e. This Agreement is not assignable or transferable without the prior written consent of the other party. f. (f) This Agreement may be amended at any time by Dealer and the Dealer Manager by written notice to the Agents, and any such amendment shall be deemed accepted by an Agent upon mutual written agreementsuch Agent placing an order for sale of Shares after it has received such notice.

Termination; Amendment. a. This (a) In addition to the automatic termination of this Agreement shall become effective as specified in Section 1(b) of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each , each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23mailed postpaid or delivered to a telegraph office for transmission to the other party's designated person at the addresses shown herein. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (ib) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this This Agreement shall terminate without obligation on immediately upon the part appointment of a trustee for Dealer under the Securities Investor Protection Act or any other act of insolvency by Dealer. (c) The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer Managerof its obligations, except as set forth duties and indemnities specified in this Agreement. e. (d) This Agreement is not assignable shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. No party hereto may assign either this Agreement or transferable any of its rights or obligations hereunder without the prior written consent approval of the other partyparty hereto; provided, however, TSCD may, at any time, assign its duties, rights or obligations under this Agreement (i) to any person controlling, controlled by, or under common control with TSCD; or (ii) in connection with a conversion, merger or transfer of substantially all of its assets or business, by operation of law or otherwise. f. (e) This Agreement may be amended by Dealer TSCD at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and the Dealer Manager upon mutual written agreementreceipt of notice of such amendment shall constitute Dealer's acceptance of such amendment.

Termination; Amendment. a. This (a) In addition to the automatic termination of this Agreement shall become effective as specified in Section 1(b) of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each , each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23mailed postpaid or delivered to a telegraph office for transmission to the other party’s designated person at the addresses shown herein. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (ib) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this This Agreement shall terminate without obligation on immediately upon the part appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. (c) The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer or the Dealer Managerof its obligations, except as set forth duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by Equinox. e. (d) This Agreement is not assignable shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. No party hereto may assign either this Agreement or transferable any of its rights or obligations hereunder without the prior written consent approval of the other partyparty hereto; provided, however, Equinox may, at any time, assign its duties, rights or obligations under this Agreement (i) to any person controlling, controlled by, or under common control with Equinox; or (ii) in connection with a conversion, merger or transfer of substantially all of its assets or business, by operation of law or otherwise. f. (e) This Agreement may be amended by Equinox at any time by written notice to Dealer. Dealer’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer’s acceptance of such amendment. (f) Dealer acknowledges and agrees that if Dealer terminates this Agreement, Equinox may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the Dealer Manager upon mutual written agreementestablishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

Termination; Amendment. a. (a) This Agreement shall become effective as of the date first written above and shall remain will continue in force unless effect until terminated as described provided in this Agreement. b. Each party Section 9. This Agreement may be terminated by either the Company as to any of you or any of you insofar as this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice relates to the other party. In additionsuch of you, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice of such termination to such of you or the other partyCompany, which as the case may be. This Agreement shall so terminate at the close of business on the first business day following the receipt of such notice sets forth in reasonable detail by the nature party to whom such notice is given. In the event of the breach. Furthersuch termination, the Dealer Manager no party so terminated shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: 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 parties hereto. (b) Each Terms Agreement (whether oral or written) shall be subject to termination by the Purchaser, by notice given to the Company prior to delivery of any payment for any Note to be purchased thereunder, if 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 has occurred any material adverse change in the financial markets in the United States or, if such Notes are denominated and/or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development or event involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of such Agent(s), impracticable to market such Notes or enforce contracts for the sale of such Notes, (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 such Exchanges, (iv) a banking moratorium shall have been declared either by a state Federal or federal authority; Louisiana or New York State authorities, or (iiv) the rating assigned by any nationally recognized statistical rating organization to the Notes or any other debt securities of the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss as of the date of such agreement shall have been insured, will in Dealer’s good faith opinion make lowered or withdrawn since that date or if any such rating organization shall have publicly announced that it inadvisable to proceed with the offering and sale has under surveillance or review its ratings of the Shares; Notes or any other such debt securities, or (iiivi) there shall have been, subsequent come to the dates information is given in the Registration Statement and attention of such Agent(s) any facts that would cause such Agent(s) to believe that the Prospectus, at the time it was required to be delivered to a purchaser of such change Notes, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statement therein, in the business, properties, affairs, condition (financial or otherwise) or prospects light of the Company whether or circumstances existing at the time of such delivery, not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Companymisleading. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of Dealer or the Dealer Manager, except as set forth in this Agreement. e. This Agreement is not assignable or transferable without the prior written consent of the other party. f. This Agreement may be amended by Dealer and the Dealer Manager upon mutual written agreement.

Termination; Amendment. a. This (a) In addition to the automatic termination of this Agreement shall become effective as specified in Section 1(b) of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each , each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23mailed postpaid or delivered to a telegraph office for transmission to the other party’s designated person at the addresses shown herein. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (ib) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this This Agreement shall terminate without obligation on immediately upon the part appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. (c) The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer or the Dealer Managerof its obligations, except as set forth duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by [__________]. e. (d) This Agreement is not assignable shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. No party hereto may assign either this Agreement or transferable any of its rights or obligations hereunder without the prior written consent approval of the other partyparty hereto; provided, however, [__________] may, at any time, assign its duties, rights or obligations under this Agreement (i) to any person controlling, controlled by, or under common control with [__________]; or (ii) in connection with a conversion, merger or transfer of substantially all of its assets or business, by operation of law or otherwise. f. (e) This Agreement may be amended by [__________] at any time by written notice to Dealer. Dealer’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer’s acceptance of such amendment. (f) Dealer acknowledges and agrees that if Dealer terminates this Agreement, [__________] may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the Dealer Manager upon mutual written agreementestablishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

Termination; Amendment. a. This (a) In addition to the automatic termination of this Agreement shall become effective as specified in Section 1(b) of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each , each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23mailed postpaid or delivered to a telegraph office for transmission to the other party’s designated person at the addresses shown herein. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (ib) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this This Agreement shall terminate without obligation on immediately upon the part appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. (c) The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer or the Dealer Managerof its obligations, except as set forth duties and indemnities specified in this Agreement. e. (d) This Agreement is not assignable shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. No party hereto may assign either this Agreement or transferable any of its rights or obligations hereunder without the prior written consent approval of the other partyparty hereto; provided, however, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ may, at any time, assign its duties, rights or obligations under this Agreement (i) to any person controlling, controlled by, or under common control with ▇▇▇▇▇▇▇ & ▇▇▇▇▇; or (ii) in connection with a conversion, merger or transfer of substantially all of its assets or business, by operation of law or otherwise. f. (e) This Agreement may be amended by Dealer ▇▇▇▇▇▇▇ & ▇▇▇▇▇ at any time by written notice to Dealer. Dealer’s placing of an order or accepting payment of any kind after the effective date and the Dealer Manager upon mutual written agreementreceipt of notice of such amendment shall constitute Dealer’s acceptance of such amendment.

Termination; Amendment. a. This In addition to the automatic termination of this Agreement shall become effective as specified in Section 1.b. of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each , each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 2322. b. This Agreement shall terminate immediately upon the appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. c. Additionally, Dealer The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the right effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to immediately terminate its voluntary termination of this Agreement at any time without liability will not serve to reinstate the Agreement. Reinstatement, except in the case of any party to any other party if: (i) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insuredtemporary suspension of Dealer, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Companyonly be effective upon written notification by Distributor. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of Dealer or the Dealer Manager, except as set forth in this Agreement. e. This Agreement is not assignable or transferable without and will terminate automatically in the prior written consent event of its "assignment," as defined in the other party1940 Act, and the rules, regulations and interpretations thereunder. Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. f. e. This Agreement may be amended by Distributor at any time by written notice to Dealer. Dealer's placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer's acceptance of such amendment. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, Distributor may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the Dealer Manager upon mutual written agreementestablishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer's account.

Termination; Amendment. a. This (a) In addition to the automatic termination of this Agreement shall become effective as specified in Section 1(b) of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each , each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23mailed postpaid or delivered to a telegraph office for transmission to the other party’s designated person at the addresses shown herein. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (ib) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this This Agreement shall terminate without obligation on immediately upon the part appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by Dealer. (c) The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve Dealer or the Dealer Managerof its obligations, except as set forth duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to its voluntary termination of this Agreement will not serve to reinstate the Agreement. Reinstatement, except in the case of a temporary suspension of Dealer, will only be effective upon written notification by ▇▇▇▇▇ ▇▇▇▇. e. (d) This Agreement is not assignable shall be binding upon and inure to the benefit of each party and its respective successors and permitted assigns. No party hereto may assign either this Agreement or transferable any of its rights or obligations hereunder without the prior written consent approval of the other partyparty hereto; provided, however, ▇▇▇▇▇ ▇▇▇▇ may, at any time, assign its duties, rights or obligations under this Agreement (i) to any person controlling, controlled by, or under common control with ▇▇▇▇▇ ▇▇▇▇; or (ii) in connection with a conversion, merger or transfer of substantially all of its assets or business, by operation of law or otherwise. f. (e) This Agreement may be amended by ▇▇▇▇▇ ▇▇▇▇ at any time by written notice to Dealer. Dealer’s placing of an order or accepting payment of any kind after the effective date and receipt of notice of such amendment shall constitute Dealer’s acceptance of such amendment. (f) Dealer acknowledges and agrees that if Dealer terminates this Agreement, ▇▇▇▇▇ ▇▇▇▇ may, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the Dealer Manager upon mutual written agreementestablishment of any account with respect to any affected customer; (iii) close accounts previously established with respect to any affected customer; (iv) refuse to engage in any transactions (except redemption requests) with respect to any affected customer; (v) cancel any pending transactions (except redemption requests) with respect to any affected customer; (vi) liquidate the account of any affected customer; and (vii) return to the appropriate person securities or other property held in such customer’s account.

Termination; Amendment. a. (a) This Agreement shall become effective as of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each (b) In addition to the automatic termination of this Agreement specified in Section 6.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the 24 event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23. c. Additionally25. (c)Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (i) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of Dealer or the Dealer Manager, except as set forth in this Agreement. e. This Agreement is not assignable or transferable without the prior written consent of the other party. f. This Agreement may be amended by Dealer and the Dealer Manager upon mutual written agreement.

Termination; Amendment. a. WAIVER. (a) This Agreement shall become effective as may be terminated at any time prior to the Closing: (i) by mutual consent of the date first written above KMA International and shall remain in force unless terminated as described KMA (Canada); (ii) by KMA International, if there has been a material breach by KMA (Canada) of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iii) by KMA (Canada), if there has been a material breach by KMA International of any of its material representations, warranties, covenants or agreements contained in this Agreement; (iv) by either KMA International or KMA (Canada) if any decree, permanent injunction, judgment, order or other action by any court of competent jurisdiction or any governmental entity preventing or prohibiting consummation of the transactions contemplate hereby shall have become final and nonappealable; or (v) by either KMA International or KMA (Canada) if the transaction contemplated hereby shall not have been consummated before March 31, 2006 if and only if no willful breach of any representation, warranty or covenant by the party seeking to terminate is a substantial cause of the failure of the transactions contemplated hereby to be consummated by such date. b. Each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30b) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach the termination of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: KMA (i) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwiseCanada) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable KMA International pursuant to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager AgreementSection 8(a), this Agreement shall terminate without obligation forthwith become void, there shall be no liability under this Agreement on the part of Dealer KMA International or KMA (Canada), other than the Dealer Managerprovisions of this Section 8(b), and except as to the extent that such termination results from the breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement. e. This Agreement is not assignable or transferable without the prior written consent of the other party. f. This (c) Except as otherwise required by law, this Agreement may be amended by Dealer the parties hereto by action taken by or on behalf of their respective Boards of Directors at any time prior to the Closing. This Agreement may not be amended except by an instrument in writing signed by the parties hereto. (d) At any time prior to the Closing, any party hereto may (i) extend the time for the performance of any of the obligations or other parties hereto, (ii) waive any inaccuracies in the representations and warranties of the Dealer Manager upon mutual written agreementother parties contained herein or in any document delivered pursuant hereto and (iii) waive compliance by the other parties with any of the agreements of conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.

Termination; Amendment. a. This In addition to the automatic termination of this Agreement shall become effective as specified in Section 1.b. of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each , each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 2319. b. This Agreement shall terminate immediately upon the appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by the Distributor or the Dealer. c. Additionally, Dealer The termination of this Agreement by any of the foregoing means shall have no effect upon transactions entered into prior to the right effective date of termination and shall not relieve Dealer of its obligations, duties and indemnities specified in this Agreement. A trade placed by Dealer subsequent to immediately terminate its voluntary termination of this Agreement at any time without liability will not serve to reinstate the Agreement. Reinstatement, except in the case of any party to any other party if: (i) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insuredtemporary suspension of Dealer, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Companyonly be effective upon written notification by Distributor. d. Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of Dealer or the Dealer Manager, except as set forth in this Agreement. e. This Agreement is not assignable or transferable without and will terminate automatically in the prior written consent event of its “assignment,” as defined in the other party1940 Act, and the rules, regulations and interpretations thereunder. Distributor may, however, transfer any of its duties under this Agreement to any entity that controls or is under common control with Distributor. f. e. This Agreement may be amended by the Dealer and the Dealer Manager Distributor upon mutual written agreement, except that this Agreement may be amended at any time by Distributor or Dealer upon written notice to the other party in cases where such amendment is required (a) pursuant to the dictates of any relevant regulatory agency with jurisdiction over the Fund, the Distributor, or the Dealer or (b) otherwise by operation of law. f. Dealer acknowledges and agrees that if Dealer terminates this Agreement, Distributor may after the date such termination becomes effective, without liability of any kind, (i) refuse to establish any account with respect to any affected customer; (ii) delay the establishment of any account with respect to any affected customer; and (iii) refuse to engage in any transactions (except repurchase requests) with respect to any affected customer.

Termination; Amendment. a. This Agreement shall become effective as of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 23. c. Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (i) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. Selected Dealer will immediately suspend or terminate its offer and sale of Offered Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Offered Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon This Agreement shall automatically terminate at the sale of all Termination Date of the Shares Offering. In addition, any party may terminate this Agreement by written notice. Such notice shall be effective 48 hours after the mailing of such notice. This Agreement and the exhibits and schedules hereto are the entire agreement of the parties and supersedes all prior agreements, if any, between the parties hereto. Upon termination of this Agreement, the Dealer Manager shall pay to the Selected Dealer all compensation to which the Selected Dealer is or becomes entitled under Sections IV and V at such time as such compensation becomes payable. Following the termination of the Dealer Manager this Agreement, this Agreement shall terminate without obligation on the part will become void and there will be no liability of Dealer or the Dealer Managerany party to any other party hereto, except as set forth in for obligations under Sections I, VI, VII, XII, XIII, XV, XVI, XVII and XVIII, all of which will survive the termination of this Agreement. e. This Agreement is not assignable or transferable without the prior written consent of the other party. f. . This Agreement may be amended at any time by the Dealer Manager by written notice to Selected Dealer, and any such amendment shall be deemed accepted by Selected Dealer upon placing an order for sale of Offered Shares after it has received such notice. Notwithstanding the termination of this Agreement or the payment of any amount to Selected Dealer, Selected Dealer agrees to pay Selected Dealer’s proportionate share of any claim, demand or liability asserted against Selected Dealer and the Dealer Manager upon mutual written agreementother Selected Dealers on the basis that the Selected Dealers or any of them constitute an association, unincorporated business or other separate entity, including in each case Selected Dealer’s proportionate share of any expenses incurred in defending against any such claim, demand or liability.

Termination; Amendment. a. (a) This Agreement shall become effective as of the date first written above and shall remain in force unless terminated as described in this Agreement. b. Each (b) In addition to the automatic termination of this Agreement specified in Section 6.b. of this Agreement, each party to this Agreement may unilaterally cancel its participation in this Agreement by giving thirty (30) days prior written notice to the other party. In addition, each party to this Agreement may, in the event of a material breach of this Agreement by the other party, terminate this Agreement immediately by giving written notice to the other party, which notice sets forth in reasonable detail the nature of the breach. Further, the Dealer Manager shall have the right to terminate this Agreement immediately by giving written notice to Dealer if Dealer is subject to an investigation under the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, as each may be amended, or similar law of any relevant jurisdiction, or the rules and regulations thereunder; and Dealer agrees to notify the Dealer Manager immediately if Dealer becomes subject to any such investigation. Such notice shall be deemed to have been given and to be effective on the date on which it was either delivered personally to the other party or any officer or member thereof, or was sent in accordance with Section 2325. c. (c) Additionally, Dealer shall have the right to immediately terminate this Agreement at any time without liability of any party to any other party if: (i) a banking moratorium shall have been declared by a state or federal authority; (ii) the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not said loss shall have been insured, will in Dealer’s good faith opinion make it inadvisable to proceed with the offering and sale of the Shares; or (iii) there shall have been, subsequent to the dates information is given in the Registration Statement and the Prospectus, such change in the business, properties, affairs, condition (financial or otherwise) or prospects of the Company whether or not in the ordinary course of business or in the condition of securities markets generally as in Dealer’s good faith judgment would make it inadvisable to proceed with the offering and sale of the Shares, or which would materially adversely affect the operations of the Company. d. (d) Dealer will immediately suspend or terminate its offer and sale of Shares upon the request of the Company or the Dealer Manager at any time and will resume its offer and sale of Shares hereunder upon subsequent request of the Company or the Dealer Manager. Upon the sale of all of the Shares or the termination of the Dealer Manager Agreement, this Agreement shall terminate without obligation on the part of Dealer or the Dealer Manager, except as set forth in this Agreement. e. (e) This Agreement shall terminate immediately upon the appointment of a trustee under the Securities Investor Protection Act or any other act of insolvency by the Dealer Manager or Dealer. (f) Without limiting the generality of the foregoing, this Agreement may be terminated by a vote of a majority of the Company’s board of directors, including a majority of its independent directors, at any time without penalty upon sixty (60) days’ written notice to the Dealer Manager and/or Dealer. (g) This Agreement is not assignable or transferable without the prior written consent of the other party. f. (h) This Agreement may be amended by Dealer and the Dealer Manager upon mutual written agreement.