Common use of Termination; General Clause in Contracts

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their subsidiaries considered as one enterpriseFund or 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or the NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdvisers, 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in any securities the shares of common stock of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeAMEX, or if trading generally on the New York Stock Exchange or the AMEX or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time Time, (i) if in the sole judgment of the Representatives 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 Time of Sale Prospectus or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairsproperties, business prospects, management, assets affairs or properties business prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdvisers, 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 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 RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in of any securities of the Company Fund has been suspended or materially limited by the Commission or the New York Stock Exchangeany exchange or in any over-the-counter market, or if trading generally on the New York Stock NYSE, the NYSE MKT or on the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or in the Nasdaq Global Select Market Chicago Board of Trade has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement settlement, payment or clearance services in the United States, or (viv) if a any moratorium on commercial banking moratorium has activities shall have been declared by either Federal United States federal or New York State authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 Federal, New York, Texas or New York Virginia authorities.

Termination; General. The Representatives the Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change Material Adverse Effect in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 Material Adverse Effect 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 sole judgment of the RepresentativesPlacement Agent, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE MKT LLC, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or State of New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, Agreement by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseInvestment 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 sole judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities of the Company 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 New York NYSE or the American Stock Exchange or in the Nasdaq Global Select 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, FINRA the 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, States or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been (A) since the date of the latest audited balance sheet included in the sole judgment of the Representatives there has been, Disclosure Package and except as disclosed therein or (B) 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 ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market offer, sell or deliver the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 or the NYSE Amex or in the Nasdaq 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 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, FINRA 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 Representatives ▇▇▇▇▇ Fargo may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their subsidiaries considered as one enterpriseits 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 sole judgment of the Representatives▇▇▇▇▇ Fargo, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange Exchange, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time if (i) if in the sole judgment of the Representatives 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 or the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their 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 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system market or by order of the Commission, FINRA the 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 Representatives Underwriter may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 StatementPreliminary 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, business prospects, management, assets or properties of the Company, the Operating Partnership and their 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, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the sole judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York NASDAQ Stock ExchangeMarket, or if trading generally on the New York Stock Exchange or in the Nasdaq Global Select NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authorityGovernmental Entity, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear Systems in Europe, or (v) if a banking moratorium has been declared by either Federal or Federal, New York or Bermuda authorities.

Termination; General. The Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their subsidiaries considered as one enterpriseits 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 sole judgment of the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange Exchange, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or in the Nasdaq Global Select NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York Kansas authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives there has been, since (A) the time earlier of execution of this Agreement the Execution Time and the Applicable Time or (B) 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 in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 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 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, FINRA 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 StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or in the Nasdaq Global Select NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York Missouri authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York NYSE or the American Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their subsidiaries considered as one enterpriseFund or 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York NYSE or the American Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseManagers, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York NYSE or the American Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may Underwriters may, without liability, terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the properties, earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their subsidiaries 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 marketsStates, 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 Representatives, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, Inc., or if trading generally on the American Stock Exchange or the New York Stock Exchange Exchange, Inc. or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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, Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 Representatives Underwriters may terminate this Agreement, by notice to the CompanyCompany and the Advisor, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their 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 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any of the securities of the Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the New York Stock Exchange or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the NASDAQ or any other governmental authority, or (iv) a if 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 authoritiesauthorities or (vi) (x) a downgrading shall have occurred in the rating accorded the Notes by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the 1934 Act, and (y) such an organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Notes.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyTrust, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Trust or the Operating Partnership and their subsidiaries considered as one enterpriseAdvisers, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in any securities the common shares of the Company Trust has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or the NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, Agreement by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseInvestment 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities of the Company Fund has been suspended or materially limited by the Commission or the [New York Stock Exchange] or such other national securities exchange upon which the Fund's securities trade, or if trading generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq Global Select 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, FINRA the 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, States or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 (or event involving a prospective change) in the condition, financial or otherwise, or in the earningsresults of operations, or business affairs, business prospects, management, assets or properties affairs of the Company, the Operating Partnership and their 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 sole judgment of the Representatives, impracticable or inadvisable to market offer, sell and deliver the Securities or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company or TECO Energy has been suspended or materially limited by the Commission or the New York Stock ExchangeExchange the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to offer, sell and deliver the Notes, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital 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 have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority, 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 Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been (A) since the date of the latest audited balance sheet included in the sole judgment of the Representatives there has been, Disclosure Package and except as disclosed therein or (B) 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 ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market offer, sell or deliver the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 or the American Stock Exchange or in the Nasdaq 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 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, FINRA 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 or New York authorities.

Termination; General. The Representatives Manager may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and each of their 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 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 RepresentativesManager, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 ------------------------- --------------------- Representatives may terminate this Agreement, by notice to the CompanyOfferors, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the Representatives, impracticable or inadvisable to market the Designated Securities or to enforce contracts for the sale of the Designated Securities, or (iii) if trading in any securities of the 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 Global Select National Market System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 or Illinois State authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Statementpreliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Company and the Operating Partnership and their subsidiaries 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, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties judgment of the Company, Representative is material and adverse and makes it impractical or inadvisable to market the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market of NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 Representatives may terminate this Agreement, by notice to the CompanyTrust, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Trust or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) if trading in any securities the common shares of the Company Trust has been suspended or materially limited by the Commission or the New York Stock ExchangeExchange ("NYSE"), or if trading generally on the New York American Stock Exchange or the NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Agents may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their subsidiaries 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 sole judgment of the RepresentativesAgents, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities of the Company Shares has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE MKT, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been (A) since the date of the latest audited balance sheet included in the sole judgment of the Representatives there has been, Disclosure Package and except as disclosed therein or (B) 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 ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market offer, sell or deliver the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 or the NYSE American or in the 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 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, FINRA Commission 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) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Time of Sale Information or the ProspectusProspectus (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, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or the NASD, 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 (viv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives [ ] may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their subsidiaries considered as one enterprisethe 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 sole judgment of the Representatives[ ], impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE Amex, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market proceed with the Securities offering, sale or to enforce contracts for the sale delivery of the SecuritiesShares, or (iii) if trading in any securities the Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE MKT, the NYSE or in the Nasdaq Global Select NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 U.S. or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time if (i) if in the sole judgment of the Representatives 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 or the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their 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 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market National Market] has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system market or by order of the Commission, FINRA the 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 Representatives Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesPlacement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE American, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives JonesTrading may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership OP and their subsidiaries 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 sole judgment of the RepresentativesJonesTrading, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company 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 New York Stock Exchange or in the Nasdaq Global Select Capital Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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, Offering Memorandum (exclusive of any amendment or supplement thereto subsequent to the date of this Agreement) or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred after the date hereof and prior to the Closing Time 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 sole reasonable judgment of the RepresentativesRepresentative, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the General Disclosure Package and the Offering Memorandum, or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities issued or guaranteed by the Company or any of the Company Guarantors has been suspended on any exchange or in any over-the-counter market or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the The New York Stock Exchange Exchange, the NASDAQ National Market or in the Nasdaq Global Select Market any 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 have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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) if a general moratorium on commercial banking moratorium activities has been declared by either Federal federal or New York State authorities.

Termination; General. The Representatives Jefferies may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesJefferies, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE MKT, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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, business prospects, management, assets or properties reasonable judgment of the CompanyRepresentative, makes it impractical or inadvisable to market the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq, or if trading generally on the New York Stock Exchange or in on 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 have been required, by any of said exchanges the New York Stock Exchange or by such system Nasdaq or by order of the Commission, 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 Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives there has been, since (A) the time earlier of execution of this Agreement the Execution Time and the Applicable Time or (B) 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 in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the New York Stock Exchange or the NYSE Amex Equities or in the Nasdaq 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 have been required, by any of said exchanges or by the NASDAQ Stock Market Inc. with respect to such system markets or by order of the Commission, 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 StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the CompanyIssuer, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives there has been, since the time of the 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 event or condition which would result in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessa 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, or 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 case, the effect of which is such as to make itwhich, in the sole judgment of the RepresentativesTD Securities, is to make it impracticable or inadvisable to market the Preferred Securities or to enforce contracts for the sale of the Preferred Securities, or (iii) if trading in any securities of the Company Issuer 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, FINRA NASD or any other governmental authority, in each case, the effect of which is such as to make it, in the judgment of TD Securities, impracticable to market the Preferred Securities or to enforce contracts for the sale of the Preferred Securities, 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 Federal, New York or Minnesota authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the CompanyOfferors, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if if, since the time of execution of this Agreement, 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 (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 sole judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Preferred Securities or to enforce contracts for the sale of the Preferred Securities, or (iii) if if, since the time of execution of this Agreement, trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, or if (iv) if, since the time of execution of this Agreement, trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 any action shall have been taken by any government in respect of its monetary affairs which, in the judgment of the Underwriters, has a banking moratorium has been declared by either Federal material adverse effect on the United States securities markets so as to make it, in the judgment of the Underwriters, impracticable to market the Preferred Securities or New York authoritiesenforce contracts for sale of the Preferred Securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or in the Nasdaq Global Select NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York Tennessee authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time Time: (i) if in the sole judgment of the Representatives 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 ProspectusAgreement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been materially (with materiality being determined in sole judgment of the Representative) suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ, or if trading generally on the New York Stock Exchange Exchange, the NYSE MKT or in the Nasdaq Global Select Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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, or (vi) the Comfort Letter Condition has not been satisfied.

Termination; General. The Representatives Each Agent may terminate this Agreement, solely with respect to such Agent, by notice to the CompanyPartnership, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their 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 sole judgment of the Representativessuch Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange Exchange, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholder, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus (exclusive of any amendment or the Prospectussupplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their subsidiaries 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, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties reasonable judgment of the CompanyRepresentatives is material and adverse and makes it impractical or inadvisable to market the Securities, the Operating Partnership and their 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 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 have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative(s) may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their 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 sole judgment of the RepresentativesRepresentative(s), impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 Representatives Representative may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market proceed with the Securities offering, sale or to enforce contracts for the sale delivery of the Securities, or Shares; (iii) if trading in any securities the Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE MKT, the NYSE or in the Nasdaq Global Select NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 U.S. or New York authorities.

Termination; General. The Representatives Lead Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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, the General Disclosure Package Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the RepresentativesLead Underwriter, impracticable or inadvisable to market the Offered Securities or to enforce contracts for the sale of the Offered Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseInvestment 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or the NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyTrust, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Trust or the Operating Partnership and their subsidiaries considered as one enterpriseInvestment 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities the Common Shares of the Company Trust has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or the NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may Underwriters may, without liability, terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the properties, earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their subsidiaries 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 marketsStates, 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 RepresentativesRepresentative, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, Inc., or if trading generally on the American Stock Exchange or the New York Stock Exchange Exchange, Inc. or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Issue Date (i) if in the sole judgment of the Representatives 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 ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs, business prospects, management, assets or properties affairs of the Company, the Operating Partnership Company and their 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 sole reasonable judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the Representatives, impracticable or inadvisable to market proceed with the Securities offering, sale or to enforce contracts for the sale delivery of the SecuritiesShares, or (iii) if trading in any securities the Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE MKT, the NYSE or in the Nasdaq Global Select NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 U.S. or New York authorities.

Termination; General. The Representatives Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their subsidiaries 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 sole judgment of the RepresentativesPlacement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the New York American Stock Exchange Exchange, the NYSE or in the Nasdaq 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 have been required, by any of said exchanges or by such system or by order of the Commission, the 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, Israel or in Europe, or (viv) if a banking moratorium has been declared by either Federal or Federal, New York or Israeli authorities.

Termination; General. The Representatives Placement Agents may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesPlacement Agents, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration StatementPreliminary Offering Memorandum, the General Disclosure Package or the ProspectusFinal 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, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives Placement Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesPlacement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York NASDAQ Stock Exchange Market LLC, the NYSE MKT or in the Nasdaq Global Select Market NYSE has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 (viv) if a banking moratorium has been declared by either Federal or New York Tennessee authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs, business prospects, management, assets or properties affairs of the Company, the Operating Partnership Company and their 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) or, a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.. (b)

Termination; General. The Representatives Initial Purchasers may terminate this Agreement, by notice to the CompanyIssuers, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives there has been, since the time of the 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 ProspectusOffering Memorandum, any material adverse change event or condition which would result in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessa 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, or 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 case, the effect of which is such as to make it, in the sole judgment of the RepresentativesTD Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Issuers 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, FINRA NASD or any other governmental authority, in each case, the effect of which is such as to make it, in the judgment of TD Securities, impracticable to market the Securities or to enforce contracts for the sale of the Securities, 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, New York, Delaware, Connecticut, Virginia or New York Quebec authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Statementpreliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole reasonable judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York NASDAQ Stock ExchangeMarket, or if trading generally on the New York Stock Exchange or in the Nasdaq Global Select NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 StatesStates or with respect to Clearstream or Euroclear Systems in Europe, or (v) if a banking moratorium has been declared by either Federal or Federal, New York or Michigan authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholder, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus (exclusive of any amendment or the Prospectussupplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their subsidiaries 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, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the sole judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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, Prospectus (exclusive of any supplement thereto) or the General Disclosure Package or the ProspectusPackage, any material adverse change in the conditionexcept for such as would not, financial or otherwise, individually or in the earningsaggregate, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businesshave a 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 (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 Representatives Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, condition (financial or otherwise, ) or in the earningsassets, business affairsbusiness, business prospectsoperations, management, assets earnings or properties of the CompanyCompany and the Subsidiaries, the Operating Partnership and their subsidiaries considered taken as one enterprisea 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 sole judgment of the RepresentativesAgent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or (iv) if trading generally on the New York Stock Exchange NYSE, the NYSE American LLC or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives there has been, since (A) the time earlier of execution of this Agreement the Execution Time and the Applicable Time or (B) 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 in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock ExchangeCommission, or if trading generally on the New York Stock Exchange or the NYSE Amex Equities or in the Nasdaq 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 have been required, by any either of said such exchanges or by the Nasdaq Stock Market, Inc. with respect to such system markets or by order of the Commission, FINRA 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 StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives ▇▇▇▇▇▇▇ Sachs may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the Representatives▇▇▇▇▇▇▇ ▇▇▇▇▇, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE American, the NYSE or in the Nasdaq Global Select Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been (A) since the date of the latest audited balance sheet included in the sole judgment of the Representatives there has been, Disclosure Package and except as disclosed therein or (B) 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 ProspectusApplicable Time, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market offer, sell or deliver the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 or the NYSE Alternext U.S. or in the Nasdaq 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 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, FINRA 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 or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives there has been, since (A) the time earlier of execution of this Agreement the Execution Time and the Applicable Time or (B) 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 in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or any of its subsidiaries 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 or the NYSE Amex Equities or in the Nasdaq 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 have been required, by any of said exchanges or by the NASDAQ Stock Market Inc. with respect to such system markets or by order of the Commission, 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 StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties reasonable judgment of the CompanyRepresentatives is material and adverse and makes it impractical or inadvisable to market the Securities, the Operating Partnership and their 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives there has beenif, 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, (i) there has occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 marketsStates, any outbreak of hostilities or escalation thereof or any 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 sole reasonable judgment of the Representatives, impracticable or inadvisable to market proceed with the completion of the offering of the Securities on the terms and in the manner contemplated in the Registration Statement, the Prospectus and the Disclosure Package or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or by the New York Stock ExchangeNasdaq, or if trading generally on the New York Stock Exchange or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or (iv) a banking moratorium has been declared by the United States, New York, New Jersey or Pennsylvania authorities or a material disruption has occurred in commercial banking or securities settlement or clearance clearances services in the United States, or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives the Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their subsidiaries 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 sole judgment of the RepresentativesPlacement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq, or if trading generally on the New York American Stock Exchange Exchange, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, the 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 (viv) if a banking moratorium has been declared by either Federal or New York State authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change Material Adverse Effect, which, in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties judgment of the CompanyRepresentatives is material and adverse and makes it impractical or inadvisable to market the Securities, the Operating Partnership and their 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time Date (i) if in the sole judgment of the Representatives 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 ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which in the judgment of the Representatives makes it impracticable or inadvisable to market the Shares 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the Securities, Shares or (iii) if trading in any securities of the 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 or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the National Association of Securities Dealers, Inc. or any other governmental authority, authority or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, States or (v) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the Representatives, impracticable or inadvisable to market proceed with the Securities offering, sale or to enforce contracts for the sale delivery of the SecuritiesShares, or (iii) if trading in any securities the Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE, the NYSE American or in the Nasdaq Global Select NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 U.S. or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 ProspectusOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (it being understood that the Company not being selected as a finalist by the Illinois Gaming Board pursuant to its pending application shall not be considered such a material 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select NASDAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in or affecting the condition, financial or otherwise, or in the earnings, earnings or business affairs, business prospects, management, assets or properties affairs of the Company, the Operating Partnership Company and their its subsidiaries considered taken as one enterprisea 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 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 sole judgment of the Representatives, impracticable or inadvisable to market commence or continue the offering of the Securities to the public or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, FINRA 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 or New York authoritiesauthorities or (v) there shall have been any downgrading in the rating assigned to the Securities or any of the Company's other securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential downgrading in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

Termination; General. The Representatives Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their subsidiaries 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 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 sole judgment of the RepresentativesPlacement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company 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, the New York Stock Exchange or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 (viv) if a banking moratorium has been declared by either Federal or New York State authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, Fund or the Operating Partnership and their subsidiaries considered as one enterpriseAdviser, 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 sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in any securities the Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or in the Nasdaq Global Select FINRAAQ National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyFund, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership and their subsidiaries considered as one enterpriseFund or 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities the Common Shares of the Company Fund has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or the NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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, States or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Initial Purchaser may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration StatementPreliminary Offering Memorandum, the General Disclosure Package or the ProspectusFinal Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in a Material Adverse Effect, which would make it impracticable or inadvisable to market the condition, financial Securities or otherwise, or in to enforce contracts for the earnings, business affairs, business prospects, management, assets or properties sale of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the RepresentativesInitial Purchaser, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNASDAQ Global Market, or (iv) if trading generally on the New York Stock Exchange or in the Nasdaq 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 have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the Financial Industry Regulatory Authority or any other governmental authority, or (ivv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (vvi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Citigroup may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesCitigroup, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE American, the NYSE or in the Nasdaq Global Select Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Lead Managers may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 International Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesLead Managers, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange or the NYSE or in the Nasdaq Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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, Prospectus any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the Representatives, impracticable or inadvisable to market the Trust Preferred Securities or to enforce contracts for the sale of the Trust Preferred Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange, Exchange or if trading generally on the New York Stock Exchange or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 State authorities.

Termination; General. The Representatives UBS may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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, Prospectus (exclusive of any supplement thereto) or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the RepresentativesUBS, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq Global Market, or (B) if trading generally on the American Stock Exchange or the New York Stock Exchange or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Prospectus or General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairsstockholders' equity, business prospectsproperties, management, assets business affairs or properties business prospects of the Company, the Operating Partnership Company and their 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, including, without limitation, as a result of terrorist activities after the date hereof, in each case the effect of which is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA 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 Representatives may terminate this Agreement, by notice to the CompanyVentas, at any time at or prior to the Closing Time or, solely with respect to any Option Notes, the applicable Additional Closing Time, (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterpriseMaterial 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company Ventas Entities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE or in the Nasdaq Global Select NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives ▇▇▇▇▇ Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations or the business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership Company and their 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 sole judgment of the Representatives▇▇▇▇▇ Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Common Stock has been suspended or materially limited by the Commission or the New York Stock ExchangeNasdaq, or if trading generally on the NYSE American, the New York Stock Exchange or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives ▇▇▇▇▇ Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the Representatives▇▇▇▇▇ Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York American Stock Exchange Exchange, the NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 in or affecting the condition, financial or otherwise, or in the earnings, earnings or business affairs, business prospects, management, assets or properties affairs of the Company, the Operating Partnership Company and their its subsidiaries considered taken as one enterprisea 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 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 sole judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market commence or continue the offering of the Securities to the public or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, FINRA 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 or New York authoritiesauthorities or (v) there shall have been any downgrading in the rating assigned to the Securities or any of the Company’s other securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential downgrading in any such rating.

Termination; General. The Representatives Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their subsidiaries 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 sole judgment of the RepresentativesPlacement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE or in 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 have been required, by any of said exchanges or by such system or by order of the Commission, 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 (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives In addition to its rights to terminate this Agreement under Section 5(j) hereof, the Underwriter may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time First Delivery Date (i) if in the sole judgment of the Representatives 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 in the condition, financial or otherwise, or in the earnings, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, FINRA the 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 Representatives RBC may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs, affairs or business prospects, management, assets or properties prospects of the Company, the Operating Partnership Company and their 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 sole judgment of the RepresentativesRBC, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Placement Securities has been suspended or materially limited by the Commission or the New York Stock ExchangeNYSE, or if trading generally on the New York Stock Exchange NYSE MKT, the NYSE or in the Nasdaq Global Select Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the 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 StatesStates or in Europe, or (viv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the sole judgment of the Representatives 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, Prospectus (exclusive of any amendment or supplement thereto made after the General Disclosure Package or time of the Prospectusexecution and delivery of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, 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 sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the 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 Global Select National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of 16 _____________________________________________________________________________________ said exchanges or by such system or by order of the Commission, FINRA 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.