Common use of Termination; General Clause in Contracts

Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwriter, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserInvestment Manager, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares AMPS or to enforce contracts for the sale of the SharesAMPS, or (iii) if trading in any securities the shares of common stock of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundVentas, at any time at or prior to the Closing Time Time, (i) if there has been, since the time of execution of this Agreement Execution Time or since the respective dates as of which information is given in the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserMaterial Adverse Effect, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Notes in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Ventas Entities has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authorityGovernmental Entity, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Sales Manager may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterSales Manager, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange Exchange, the NYSE or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundVentas, at any time at or prior to the Closing Time Time, (i) if there has been, since the time of execution of this Agreement Execution Time or since the respective dates as of which information is given in the Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserMaterial Adverse Effect, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Notes in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Ventas Entities has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the ProspectusProspectus Supplement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterUnderwriters, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the common stock of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York Stock Exchange or in the Nasdaq National Market markets has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NYSE or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York state authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserAdvisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeAMEX, or if trading generally on the American New York Stock Exchange or the New York Stock Exchange AMEX or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the ProspectusProspectus Supplement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterUnderwriters, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York Stock Exchange or in the Nasdaq National Market markets has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NYSE or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York state authorities.

Termination; General. The Underwriter Lead Managers may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the International Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterLead Managers, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the any Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement date hereof or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserAdvisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares AMPS or to enforce contracts for the sale of the SharesAMPS, or (iii) if trading in any securities the shares of common stock of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeAMEX, or if trading generally on the American New York Stock Exchange or the New York Stock Exchange AMEX or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq Global Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any amendment or supplement thereto made after the time of the execution and delivery of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the an Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Kansas authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change (or event involving a prospective change) in the condition, financial or otherwise, or in the earningsresults of operations, or business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market offer, sell and deliver the Shares or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedlimited (other than to provide for an orderly market), or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterUnderwriters, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time if (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of new hostilities or escalation thereof of hostilities or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said such exchanges or by such system market or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, been (A) since the time date of execution of this Agreement the latest audited balance sheet included in the Disclosure Package and except as disclosed therein or (B) since the respective dates as of which information is given in the ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market offer, sell or deliver the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Global Market or the NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said such exchanges or by with respect to such system markets or by order of the Commission, the National Association of Securities Dealers, Inc. Commission or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Missouri authorities.

Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE or such other national securities exchange upon which the Fund's securities trade, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwriter, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York California authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Xxxxx Fargo may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its Subsidiaries, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterXxxxx Fargo, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange Exchange, the NYSE or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Preliminary Prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the conditionMaterial Adverse Effect, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York NASDAQ Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authorityGovernmental Entity, (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or Federal, New York or Bermuda authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, been (A) since the time date of execution of this Agreement the latest audited balance sheet included in the Disclosure Package and except as disclosed therein or (B) since the respective dates as of which information is given in the ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market offer, sell or deliver the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or the NYSE Alternext U.S. or in the Nasdaq National NASDAQ Global Market or the NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any either of said such exchanges or by Nasdaq Stock Market, Inc. with respect to such system markets or by order of the Commission, the National Association of Securities Dealers, Inc. Commission or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundTrust, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Trust or the AdviserAdvisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares AMPS or to enforce contracts for the sale of the SharesAMPS, or (iii) if trading in any securities the common shares of the Fund Trust has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundDepositor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund CarMax or the AdviserDepositor, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Notes or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of CarMax, the Fund Depositor or any of their respective Affiliates has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, (iv) a material disruption has occurred in commercial banking or securities settlement or clearing services in the United States or (ivv) if a banking moratorium has been declared by either Federal federal, Virginia, North Carolina or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwriter, impracticable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (ivIV) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Any Agent, Forward Seller or Forward Purchaser may terminate this Agreement Agreement, by notice to the FundCompany and the other parties hereto, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, condition (financial or otherwise), or in the prospects, earnings, business affairs or business prospects properties of the Fund or the AdviserCompany and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwritersuch Agent, Forward Seller or Forward Purchaser, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Placement Shares has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or (iv) if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NYSE has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, fixed or maximum ranges for prices for securities have been required, required by any of said exchanges or by such system the NYSE or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserManagers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE or such other national securities exchange upon which the Fund's securities trade, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to the Closing Time (i) if there has beenoccurred, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Trust or the AdviserCompany and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, business or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis crisis, or any change or development 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 judgment of the Underwriter, impracticable to market the Shares Preferred Securities or to enforce contracts for the sale of the SharesPreferred Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal federal or New York Massachusetts authorities.

Termination; General. The Underwriter BTIG may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterBTIG, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE MKT, the NYSE or the New York Nasdaq Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedlimited or minimum prices shall have been established on any of such exchanges, or minimum a material disruption has occurred in commercial banking or maximum prices for trading have been fixed, securities settlement or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of clearance services in the Commission, the National Association of Securities Dealers, Inc. or any other governmental authorityUnited States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketselsewhere, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Texas authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects judgment of the Fund Representative is material and adverse and makes it impractical or inadvisable to market the Adviser, whether or not arising in the ordinary course of businessSecurities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in on the Nasdaq National Global Market of NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis (including without limitation an act of terrorism) or any change or development 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 judgment of the Underwriter, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter ------------------------- --------------------- Representatives may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to Closing Time (i) if there has been, since the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Designated Securities or to enforce contracts for the sale of the SharesDesignated Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York or Illinois State authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundTrust, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Trust or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund Trust has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Placement Agent may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterPlacement Agent, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange Exchange, the NYSE or the New York Stock Exchange or in the Nasdaq National NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, Israel or in Europe, or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Israeli authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York American Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Sales Manager may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterSales Manager, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusRegistration Statement, Time of Sale Information or the Prospectus (exclusive of any amendment or supplement thereto or documents incorporated by reference therein that are filed after the date hereof), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Notes or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, Exchange or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities DealersNASD, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Tennessee authorities.

Termination; General. The Underwriter Sales Agent may terminate this Agreement only as to the Sales Agent by written notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or Company, the AdviserOperating Partnership and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterSales Agent, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Shares has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NYSE has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York Tennessee authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to Closing Time (i) if there has been, since the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Designated Securities or to enforce contracts for the sale of the SharesDesignated Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York or Illinois State authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Units or to enforce contracts for the sale of the SharesUnits, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Citigroup may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterCitigroup, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE MKT, the NYSE or the New York Nasdaq Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedlimited or minimum prices shall have been established on any of such exchanges, or minimum a material disruption has occurred in commercial banking or maximum prices for trading have been fixed, securities settlement or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of clearance services in the Commission, the National Association of Securities Dealers, Inc. or any other governmental authorityUnited States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or, a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.. (b)

Termination; General. The Underwriter Representative may terminate this Agreement by notice to the Fund, Company and the Selling Shareholder at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany and the Advisor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the Prospectus, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASDAQ or any other governmental authority, (iv) if material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or States, the international financial marketsmarkets or the currency exchange rates, any outbreak of hostilities or escalation thereof or act of terrorism or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Placement Agents may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterPlacement Agents, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Notes or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusRegistration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE or the PSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal Federal, California or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects reasonable judgment of the Fund Representative, makes it impractical or inadvisable to market the Adviser, whether or not arising in the ordinary course of businessSecurities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in on the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges the New York Stock Exchange or by such system Nasdaq or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authorityGovernmental Entity, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal United States federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Stockholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, conditions in each case the effect of which is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Nasdaq Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal federal, California or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York Stock Exchange, the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedsuspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system exchange or by order of the Commission, the National Association of Securities Dealers, Inc. Commission or any other governmental authority, authority or (iv) if a banking moratorium has been declared by either Federal federal or New York State authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects reasonable judgment of the Fund Representatives is material and adverse and makes it impractical or inadvisable to market the AdviserSecurities, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ Global Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Lead Underwriter may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this the applicable Terms Agreement or since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis (including without limitation an act of terrorism) or any change or development 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 judgment of the Lead Underwriter, impracticable or inadvisable to market the Shares Offered Securities or to enforce contracts for the sale of the SharesOffered Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany and the Advisor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the ProspectusProspectus Supplement, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities the Common Shares of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASDAQ or any other governmental authority, (iv) if material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Shareholder, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or affairs, business prospects or properties of the Fund or the AdviserCompany and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Jefferies may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterJefferies, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE MKT, the NYSE or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundOperating Partnership and the Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusRegistration Statement, the Prospectus or the Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Operating Partnership or the Company has been suspended or materially limited by the Commission or the New York Stock Exchange or the Pacific Exchange, or if trading generally on the American Stock Exchange NYSE Amex Equities or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authorityauthority or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either U.S. Federal or New York authorities.

Termination; General. The Underwriter Manager may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Fund or Company, the Adviser, Operating Partnership and each of their subsidiaries whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development 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 sole judgment of the UnderwriterManager, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter [ ] may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Fund or Company, the AdviserOperating Partnership and the subsidiaries, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwriter[ ], impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE Amex, the NYSE or the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the ProspectusPreliminary Offering Memorandum, the Disclosure Package or the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York or Virginia authorities.

Termination; General. The Underwriter U.S. Representatives may terminate this Agreement Agreement, by notice to the FundCompanies, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the U.S. Prospectus, any material adverse change in the condition, financial Dura Material Adverse Effect or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserSDC II Material Adverse Effect, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterU.S. Representatives, impracticable to market the Shares Units or to enforce contracts for the sale of the SharesUnits, or (iii) if trading in any securities of the Fund Companies has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York or California authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundOfferors, at any time at or prior to Closing Time (i) if there has been, since the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Preferred Securities or to enforce contracts for the sale of the SharesPreferred Securities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York or Illinois State authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Manager may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterManager, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE American, the NYSE or the New York NASDAQ Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter JonesTrading may terminate this Agreement Agreement, by written notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or Company, the AdviserOP and the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterJonesTrading, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq Capital Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Capital Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Each Agent may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwritersuch Agent, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaqGM, or (iv) if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NasdaqGM has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system exchange or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time the First Delivery Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or Company and the AdviserSubsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Notes or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limitedlimited or the Nasdaq National Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserManager, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Stock of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundTrust, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Trust or the AdviserAdvisers, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the Common Shares of the Fund Trust has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at on or prior to Closing Time Issue Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, any preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the UnderwriterXxxxx Xxxxxxxx, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York The NASDAQ Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National The NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal Federal, Indiana or New York authorities.

Termination; General. The Underwriter PMG may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Stockholder, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings business affairs or business prospects of the Fund or the AdviserCompany and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterPMG, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the ProspectusPreliminary Offering Memorandum, the Disclosure Package or the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the Underwriter, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or 18 any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or Federal, New York or Texas authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any significant outbreak of hostilities or significant escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York The NASDAQ Stock ExchangeMarket, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Placement Agent may terminate this Agreement Agreement, by notice to the FundCompany and the Selling Shareholders, at any time at or prior to the final Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and any of its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterPlacement Agent, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany and the Bank, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Fund or Company and the AdviserSubsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak or escalation of hostilities or escalation thereof a declaration by the United States of a national emergency or war, or any major act of terrorism involving the United States, or any other calamity substantial national or international calamity, emergency or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which on the financial markets of the United States is such as to make it, in the judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares or to enforce contracts for Securities on the sale of terms and in the Sharesmanner contemplated in the Prospectus, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or national securities associations or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 good faith judgment of the UnderwriterRepresentative, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York American Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representative may terminate this Agreement Agreement, by notice to the Fund, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the an Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentative, impracticable or inadvisable to market the Shares AMPS or to enforce contracts for the sale of the SharesAMPS, or (iii) if trading in any securities the shares of common stock of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange NYSE or the New York American Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Underwriters may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time or any Option Closing Time (if different from the Closing Date and then only as to Option Securities), (i) if there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the ProspectusProspectus Supplement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterUnderwriters, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities the common stock of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the American Stock Exchange NYSE or the New York Stock Exchange or in the Nasdaq National Market NASDAQ markets has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASDAQ or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York state authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCCP, at any time at or prior to the Closing Time Time, (i) if there has been, since the time of execution of this Agreement date hereof or since the respective dates as of which information is given in the ProspectusPricing Disclosure Package or the Offering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserMaterial Adverse Effect, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Notes in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of the SharesNotes, or (iii) if trading in any securities of the Fund CCP Entities has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authorityGovernmental Entity, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Sales Manager may terminate this Agreement Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterSales Manager, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Fund Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq Global Market, or if trading generally on the American Stock Exchange or Exchange, the New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundCompany and Creative, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund Company or Creative has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq National Market, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. NASD or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Underwriter Representatives may terminate this Agreement Agreement, by notice to the FundFund or the Advisers, at any time at on or prior to the Closing Time Date (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the conditionFund Material Adverse Effect, financial Adviser Material Adverse Effect or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessSubadviser Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development 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 judgment of the UnderwriterRepresentatives, impracticable or inadvisable to market the Shares Securities or to enforce contracts for the sale of the SharesSecurities, or (iii) if trading in any securities of the Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) if a banking moratorium has been declared by either Federal or New York authorities.