Common use of TERMINATION BY DEALER MANAGER Clause in Contracts

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreementperiod, upon written notice of termination from the Dealer Manager to the Company Company, if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business which is conducted or contemplated to be conducted, or a material change in the manner of how such business is conducted or contemplated to be conducted, by the Company, as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or; (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date; (viii) The Company materially reduces its dividend or suspends or terminates its share redemption program, in each case without the prior written consent of the Dealer Manager; (ix) There is a material adverse change in the value of the Company’s common shares that materially adversely affects the marketability of its shares; or (x) The initial Effective Date has not occurred by October 31, 2010.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) For A Good Reason Event (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (v) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viivi) A material action, suit, proceeding or investigation of the type referred to in Section 1(g2(g) shall have occurred or arisen on or after the initial Effective Datedate of this Agreement.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the CompanyTrust. The Dealer Manager also may has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company Trust if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company Trust or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company Trust or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the CompanyTrust’s or any of its subsidiaries’ affairs; (iii) The Company Trust or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company Trust or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company Trust and its subsidiaries, considered as one entity; (v) There shall have occurred a Company Trust MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty (30)-day 30-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) i. For Good Reason (as defined below); (ii) . A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) . The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) . There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entityCompany; (v) v. There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) . A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) . A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager, upon : (i) Upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty ; or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events shall occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iiiC) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g1(h) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager: (i) On or after April 30, 2012, upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediatelyCompany (with the effective date of such termination occurring on or after June 30, subject to the thirty 2012); or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iiiC) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity;; or (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager: (i) On or after [February 28, 2014], upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediatelyCompany (with the effective date of such termination occurring on or after [March 31, subject to the thirty 2014]); or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its material subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its material subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its material subsidiaries’ affairs; (iiiC) The Company or any of its material subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its material subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity;; or (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of businessbusiness ; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the CompanyPartnership. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company Partnership if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company Partnership or any of its subsidiaries Subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company Partnership or any of its subsidiaries Subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the CompanyPartnership’s or any of its subsidiariesSubsidiaries’ affairs; (iii) The Company Partnership or any of its subsidiaries Subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company Partnership or any of its subsidiaries Subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company Partnership and its subsidiariesSubsidiaries, considered as one entity; (v) There shall have occurred a Company Partnership MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of the Dealer Manager, upon at least six sixty (660) monthsdays’ written notice to the Company. The Dealer Manager also may has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager, upon : (i) Upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty ; or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events shall occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs;. (iiiC) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g1(h) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon 24 at least six (6) months’ written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: : (i) For Good Reason (as defined below); ; (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; ; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; ; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; ; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; ; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date. As used above, “Good Reason” shall mean fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of the Company’s obligations under this Agreement, or a material breach of this Agreement by the Company, provided that (i) the Company does not cure any such material breach within thirty (30) days of receiving notice of such material breach from the Dealer Manager, or (ii) if such material breach is not of a nature that can be remedied within such period, the Company does not diligently take all reasonable steps to cure such breach or does not cure such breach within a reasonable time period. (d) DELIVERY OF RECORDS UPON EXPIRATION OR EARLY TERMINATION. Upon the expiration or early termination of this Agreement for any reason, the Dealer Manager shall (i) promptly forward any and all funds, if any, in its possession which were received from investors for the sale of Units into the Escrow Account for the deposit of investor funds, (ii) to the extent not previously provided to the Company, provide a list of all investors who have subscribed for or 25 purchased Units and all broker-dealers with whom the Dealer Manager has entered into a Soliciting Dealer Agreement, (iii) notify Soliciting Dealers of such termination, and (iv) promptly deliver to the Company copies of any sales literature designed for use specifically for the Offering that it is then in the process of preparing. Upon expiration or earlier termination of this Agreement, the Company shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under Section 4(d) at such time as such compensation becomes payable. 11.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager: (i) On or after _____________, 2012, upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediatelyCompany (with the effective date of such termination occurring on or after _____________, subject to the thirty 2012); or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iiiC) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g1(h) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager: (i) On or after [ ], 2014, upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediatelyCompany (with the effective date of such termination occurring on or after [ ], subject to the thirty 2014); or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events shall occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iiiC) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g1(h) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months 181 days following the initial DMA Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may has the option to terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) For Good Reason (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial first Effective Date following the DMA Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or (vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial DMA Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager: (i) On or after the date first written above, upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediatelyCompany (with the effective date of such termination occurring on or after [ ], subject to the thirty 2013); or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events shall occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its their property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iiiC) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at in effect on the initial Effective Date date first written above by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g1(h) shall have occurred or arisen on or after the initial Effective Datedate first written above.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager: (i) On or after February 28, 2014, upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediatelyCompany (with the effective date of such termination occurring on or after March 31, subject to the thirty 2014); or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its material subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its material subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its material subsidiaries’ affairs; (iiiC) The Company or any of its material subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its material subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity;; or (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager: (i) On or after the date first written above, upon at least six (6) months60 days’ prior written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty ; or (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, ii) Immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events shall occur: (iA) For A Good Reason Event (as defined below); (iiB) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its their property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs; (iiiC) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (ivD) There shall have been a material fundamental change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at in effect on the initial Effective Date date first written above by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (viE) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (F) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viiG) A material action, suit, proceeding or investigation of the type referred to in Section 1(g1(h) shall have occurred or arisen on or after the initial Effective Datedate first written above.

TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this This Agreement may be terminated at the sole option of by the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, immediately upon written notice of termination from the Dealer Manager to the Company if any of the following events occur: (i) For A Good Reason Event (as defined below); (ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s 's or any of its subsidiaries’ ' affairs; (iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due; (iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity; (v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business; (vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 15 business days after the issuance thereof; (v) There shall have occurred a Company MAE, whether or not in the ordinary course of business; or (viivi) A material action, suit, proceeding or investigation of the type referred to in Section 1(g2(g) shall have occurred or arisen on or after the initial Effective Datedate of this Agreement.