Common use of Offering of the Securities Clause in Contracts

Offering of the Securities. (a) The offering of the Securities is made subject to the conditions referred to in the Offering Document and to the terms and conditions set forth in this Agreement. After the public offering of the Securities has commenced, the Manager may change the public offering price, public offering size, the selling concession and the reallowance. Any of the Securities purchased by us pursuant to this Agreement are to be reoffered by us, subject to their receipt and acceptance by the Manager, to investors at the initial public offering price, subject to the terms of this Agreement and the Offering Document. Except as otherwise provided herein, the Securities shall not be offered or sold by us below the initial public offering price before the termination of the effectiveness of this Agreement with respect to the offering of the Securities, except that a reallowance from the initial public offering price of not in excess of the amount set forth in the invitation wire, telex, facsimile or electronic data transmission or other written communication (the “Invitation”) from the Manager inviting us to participate as a Selected Dealer in an offering of Securities pursuant to this Agreement may be allowed to any Selected Dealer that (i) agrees that such amount is to be retained and not reallowed in whole or in part, (ii) makes the representations contained in Section 13, and (iii) unless the Securities are “exempted securities” as defined in Section 3(a)(12) of the 1934 Act or are such other securities as may be sold from time to time by a “bank” as defined in Section 3(a)(6) of the 1934 Act (a “Bank”), is not a Bank.

Offering of the Securities. (aA) The offering of the Securities is made subject to the conditions referred to in the Offering Document and to the terms and conditions set forth in this Agreement. After the public offering of the Securities has commenced, the Manager may change the public offering price, public offering size, the selling concession and the reallowance. Any of the Securities purchased by us pursuant to this Agreement are to be reoffered by us, subject to their receipt and acceptance by the Manager, to investors at the initial public offering price, subject to the terms of this Agreement and the Offering Document. Except as otherwise provided herein, the Securities shall not be offered or sold by us below the initial public offering price before the termination of the effectiveness of this Agreement with respect to the offering of the Securities, except that a reallowance from the initial public offering price of not in excess of the amount set forth in the invitation wire, telex, facsimile or electronic data transmission or other written communication (the “Invitation”"INVITATION") from the Manager inviting us to participate as a Selected Dealer in an offering of Securities pursuant to this Agreement may be allowed to any Selected Dealer that (i) agrees that such amount is to be retained and not reallowed in whole or in part, (ii) makes the representations contained in Section 13, and (iii) unless the Securities are “"exempted securities” " as defined in Section 3(a)(12) of the 1934 Act or are such other securities as may be sold from time to time by a “"bank” " as defined in Section 3(a)(6) of the 1934 Act (a “Bank”"BANK"), is not a Bank.