Common use of Termination; General Clause in Contracts

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating Partnership, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, General Disclosure Package or the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any material adverse change in the condition, financial Material Adverse Effect or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each caseManager Material Adverse Effect, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 material and adverse change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriter, impracticable or inadvisable to market the 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 (the “NYSE”)Nasdaq, or if trading generally on the NYSENew York Stock Exchange or The NASDAQ Stock Market, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market Inc. 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredsuch that settlement and clearance of the sale of the Securities is impracticable or impossible, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York State authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageTime of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations or general business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the international financial markets or the financial markets in the United States or the international financial marketsThe Netherlands, (B) or any outbreak of hostilities or escalation thereof affecting the United States or The Netherlands or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make itis, in the judgment of the RepresentativesRepresentatives (after a discussion with the Company to the extent practicable), so material and adverse as to make it impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities on the terms and in the manner contemplated in the Time of Sale Prospectus exclusive of any amendment or supplement thereto, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or Commission, the New York Stock Exchange (the “NYSE”)or Euronext Amsterdam, or if trading generally on the NYSEAmerican Stock Exchange, the New York Stock Exchange, the Nasdaq Global Market National Market, Euronext Amsterdam or the NYSE Amex Equities or in the over-the-counter market London Stock Exchange has been suspended or 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 the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, Netherlands authorities or (v) if there has occurred a material disruption change or an official announcement by a competent authority of a forthcoming change in commercial banking Dutch taxation materially adversely affecting the Company or securities settlement or clearance services in the imposition of exchange controls by the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingThe Netherlands.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if if, in the judgment of the Underwriters, there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, New York Stock Exchange or in the Nasdaq Global Select Market or the NYSE Amex Equities or in the 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 such exchange or by such system or by order of the Commission, FINRA or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the effect of which is such Company and its subsidiaries considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagebusiness, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, NYSE Amex Equities or the New York Stock Exchange or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the Financial Industry Regulatory Authority or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware authorities, York authorities or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingStates.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the effect of which is such Company and its subsidiaries considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagebusiness, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, American Stock Exchange or the New York Stock Exchange or the Nasdaq Global National Market or the NYSE Amex Equities or in the 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 the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating Partnership, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, or (iii) (x) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”), or (y) if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities American or in the over-the-counter market has been suspended or 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Underwriters, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties or business prospects of the Operating Partnership Company and the other Simon Entities its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, in each case the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the completion of the offering or delivery to enforce contracts for the sale of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageSecurities, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities or in the over-the-counter market 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 or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipCompany and the Advisor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier date of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Operating Partnership and the other Simon Entities considered as one enterpriseCompany, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any material outbreak of hostilities or material escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, 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 Exchange (the “NYSE”)NASDAQ, or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market New York Stock Exchange 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) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States States, (v) if a banking moratorium has occurred, been declared by either Federal or New York authorities or (vi) if (x) a downgrading shall have occurred in the rating assigned accorded the Notes by any “nationally recognized statistical rating organization to any debt securities organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Operating Partnership as of the date hereof shall have been downgraded1934 Act, or withdrawn, since and (y) such date or if any such rating an organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the review, with possible negative implications, its rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNotes.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating Partnership, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, preliminary prospectus supplement or the Prospectus Supplement (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, preliminary prospectus supplement or the Prospectus or the General Disclosure PackageSupplement, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, 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 (the “NYSE”)Exchange, or if trading generally on the NYSENew York Stock Exchange, the Nasdaq Global National Market or the NYSE Amex Equities American Stock Exchange or in the over-the-counter market has been suspended or 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) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, downgraded since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating Partnership, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, or (iii) (x) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”), or (y) if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at on or prior to the Closing Time Date (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Final Prospectus or and the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities or in the over-the-counter market 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, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware authorities, York authorities or (v) a material disruption in commercial banking or securities settlement or clearance services if there shall have occurred, since the time of execution of this Agreement, any downgrading in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to of any debt securities of the Operating Partnership Company or by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the date hereof shall have been downgraded, 0000 Xxx) or withdrawn, since such date or if any public announcement that any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating its ratings on any such debt securities, (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such debt securities rating) or any of announcement by any such organization that the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingCompany has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration StatementProspectus, any loss sustained by the Prospectus Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the General Disclosure Packageconduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterpriseCompany, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Senior Notes or to enforce contracts for the sale of the Senior Notes, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, York or Delaware Oklahoma authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its consolidated subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the effect of which is such Company and its consolidated subsidiary considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwritersbusiness, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Nasdaq Stock Exchange (the “NYSE”)Market LLC, or if trading generally on the NYSENYSE American, the New York Stock Exchange or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the Financial Industry Regulatory Authority or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingStates.

Termination; General. The Representatives may Underwriters may, without liability, terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and the other Simon Entities Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the sole judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes Securities or inadvisable to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, Inc., or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange, Inc. or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Shareholders, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statementpreliminary prospectus, the Prospectus or the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, including without limitation as a result of terrorist activities, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Nasdaq Global Market, or if trading generally on the NYSE, American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Lead Managers may terminate this Agreement, by notice to the Operating PartnershipCompany and the Attorneys-in-Fact on behalf of the Selling Shareholders, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageInternational Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there shall have occurred a downgrading in the rating assigned to any of the Company's debt securities by any nationally recognized securities rating agency, or if such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities, or (iii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesLead Managers, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iiiiv) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or (ivv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, nor have there been any developments involving a prospective material adverse change of the effect of which is such Company and its subsidiaries considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagebusiness, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, American Stock Exchange or the New York Stock Exchange or the Nasdaq Global National Market or the NYSE Amex Equities or in the 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 the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterpriseCompany, whether or not arising in the ordinary course of business, the effect of which is such as to make itwhich, in the reasonable judgment of the UnderwritersRepresentatives’ sole judgment, impracticable makes it impractical or inadvisable to proceed with the offering or delivery completion of the Notes as contemplated in sale of and payment for the Registration Statement, the Prospectus Securities or the General Disclosure PackageOption Securities (if any), or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any declaration of a national emergency or way by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Nasdaq Global Market, or if trading generally on the NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware authorities, York authorities or (v) a material disruption in commercial banking or securities settlement or clearance services if there shall have occurred, since the time of execution of this Agreement, any downgrading in the United States has occurred, rating of any debt securities or (vi) if preferred stock of the rating assigned Company by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any public announcement that any such organization to has placed its rating on the Company or any such debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership preferred stock under surveillance or review as to or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the rating of Company or any such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingpreferred stock has been placed on negative outlook.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and any of the other Simon Entities Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Notes Securities or inadvisable to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, Inc., or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange, Inc. or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating Partnership, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statementpreliminary prospectus supplement, the Prospectus Supplement or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statementpreliminary prospectus supplement, the Prospectus Supplement or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) 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 judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities or in the over-the-counter market 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 or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at on or prior to the Closing Time Date (and, if any Additional Notes are to be purchased on an Option Closing Date which occurs after the Closing Date, the Underwriters may terminate their option to purchase such Additional Notes by notice to the Company, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the conditionoperations, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership and the other Simon Entities Partnership, considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market NYSE MKT LLC or the NYSE Amex Equities or in the over-the-counter market 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredor with respect to Clearstream or Euroclear systems in Europe, or (viiv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgradedFederal, Maryland or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, Disclosure Package and the Prospectus or the General Disclosure PackageFinal Prospectus, any material adverse change in or affecting the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities considered its subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States States, or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market commence or continue the Notes offering of the Securities to the public or to enforce contracts for the sale of the NotesSecurities, 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 Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market New York Stock Exchange 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 banking moratorium has been declared by either Federal, Federal or New York, or Delaware authorities, York authorities or (v) a material disruption if, since the time of execution of this Agreement, there shall have been any downgrading in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned to the Securities or any of the Company’s other securities by any “nationally recognized statistical rating organization organization” (as such term is defined pursuant to any debt securities Section 3(a)(62) of the Operating Partnership as 1000 Xxx) or any notice given of the date hereof shall have been downgraded, any intended or withdrawn, since such date or if potential downgrading in any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has beenoccurred, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageMaterial Adverse Effect, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York The NASDAQ Stock Exchange (the “NYSE”)Market LLC, or if trading generally on the NYSE, the Nasdaq Global The NASDAQ Stock Market or the NYSE Amex Equities or in the over-the-counter market LLC 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 exchange or by order of the Commission, FINRA Commission or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) 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 occurred, been declared by either Federal or New York authorities or (vi) if the rating ratings assigned by any nationally recognized statistical rating organization to any debt securities of issued or guaranteed by the Operating Partnership Company by any NRSRO, as of the date hereof shall have been downgraded, or withdrawn, lowered since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of issued or guaranteed by the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingCompany on what is commonly termed a “watch list” for possible downgrading.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Stockholders, at any time at or prior to the Closing Time or may terminate the obligations of the Underwriters to purchase the Option Securities, at any time prior to each Date of Delivery, as the case may be, (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change or any development involving a prospective material adverse change, in or affecting the management, condition, financial or otherwise, or in the earningsstockholders’ equity, results of operations, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities considered its subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, including, without limitation, as a result of terrorist activities after the date hereof, either within or outside the United States in each case, case referred to in clauses (i) and (ii) in this Section 9(a) the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or authority (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Stockholders, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus General Disclosure Package or the General Disclosure PackageProspectus, any material adverse change in or affecting any of the Properties or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the Notes or to enforce contracts for the sale public offering of the NotesSecurities, 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 (the “NYSE”other than in connection with an event described in (iv) below), or (iv) if trading generally on the NYSE, NYSE Amex Equities or the New York Stock Exchange or in the Nasdaq Global Market or the NYSE Amex Equities or in the 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredor with respect to Clearstream or Euroclear systems in Europe, or (vi) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its consolidated subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the effect of which is such Company and its consolidated subsidiaries considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwritersbusiness, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Nasdaq Stock Exchange (the “NYSE”)Market LLC, or if trading generally on the NYSENYSE American, the New York Stock Exchange or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the Financial Industry Regulatory Authority or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingStates.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipOfferors, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageMaterial Adverse Effect, or (ii) if if, since the time of execution of this Agreement, there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or other calamity or crisiscrisis (including, (C) a declaration by the United States without limitation, an act of a national emergency or warterrorism), or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Notes Preferred Securities or to enforce contracts for the sale of the NotesPreferred 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 (the “NYSE”)Exchange, or if (iv) if, since the time of execution of this Agreement, trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market Nasdaq National Market has been suspended or 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) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, ; or (v) any action shall have been taken by any government in respect of its monetary affairs which, in the judgment of the Underwriters, has a material disruption in commercial banking or securities settlement or clearance services in adverse effect on the United States has occurredsecurities markets so as to make it, or (vi) if in the rating assigned by any nationally recognized statistical rating organization to any debt securities judgment of the Operating Partnership as Underwriters, impracticable to market the Preferred Securities or enforce contracts for sale of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingPreferred Securities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration StatementProspectus, any loss sustained by the Prospectus Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the General Disclosure Packageconduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterpriseCompany, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Senior Notes or to enforce contracts for the sale of the Senior Notes, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federalfederal, New York, York or Delaware authorities, Oklahoma authorities or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingStates.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at on or prior to the Closing Time Date (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change Material Adverse Effect or any development that could reasonably be expected to result in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagea Material Adverse Effect, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 Exchange (the “NYSE”), or if (B) trading generally on the NYSE, NYSE or the Nasdaq Global Stock Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 NYSE or by such system the Nasdaq Stock Market or by order of the Commission, FINRA or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (vC) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredor in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities or (v) if there shall have occurred, at any time on or after the date of this Agreement, any downgrading in the rating assigned by any nationally recognized statistical rating organization to of any debt securities of the Operating Partnership Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the date hereof shall have been downgraded, 1934 Act) or withdrawn, since such date or if any public announcement that any such rating organization shall have publicly announced that it has placed its rating on the Company or any series of such debt securities of the Operating Partnership under surveillance or review as to or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the rating of Company or any such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratinghas been placed on negative outlook.

Termination; General. || The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany and the Attorneys-in-Fact, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable to market the Securities or inadvisable to proceed with enforce contracts for the offering or delivery sale of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageSecurities, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Initial Purchasers may terminate this Agreement, by notice to the Operating PartnershipOfferors, at any time at or prior to the Closing Time (i) if there has occurred any material adverse change in the financial markets in the United Sates or any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable to market the Series A Capital Securities or to enforce contracts for the sale of the Series A Capital Securities, or (ii) if trading in any securities of the Company has been suspended by the Commission or the New York Stock Exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange or in the over-the-counter market has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by any of such exchange or by order of the Commission or any other governmental authority or (iii) if a banking moratorium has been declared by either federal, New York, Massachusetts or Delaware authorities, or (iv) if there has been, since the time of execution of this Agreement date hereof or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageOffering Memorandums, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Trust or the Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except that the effect announcement of which is such or execution of an agreement relating to the terms and conditions of the Acquisition (as to make it, defined in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (iiOffering Memorandum) if there has occurred (A) any will not be considered a material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak for purposes of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 this clause (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating).

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its consolidated subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the effect of which is such Company and its consolidated subsidiaries considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagebusiness, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, NYSE MKT or the New York Stock Exchange or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the Financial Industry Regulatory Authority or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware authorities, York authorities or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingStates.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration StatementProspectus, the Prospectus or the General Disclosure Package, any (x) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (y) a material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of any of the Acquisition Companies, whether or not arising in the ordinary course of business, the effect of which is such as to make itwhich, individually or in the reasonable judgment of aggregate with all other such changes, is material to the UnderwritersCompany, impracticable or inadvisable to proceed with its subsidiaries and the offering or delivery of the Notes Acquisition Companies considered as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, one enterprise or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Nasdaq National Market, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 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, New York, York or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, California authorities or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities MLI is relieved of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as its obligations hereunder pursuant to the rating proviso regarding MLI in Section 2(a)(ii) hereof and the Company fails to deliver a number of such debt securities or any Common Shares equal to the number of the Operating Partnership’s other securities, which shares that MLI does not indicate affirmation or improvement in the ratingdeliver, pursuant to Section 10(b) hereof.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Operating PartnershipVentas, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement Execution Time or since the earlier of the respective dates as of which information is given in the Registration Statement, the any Issuer Free Writing Prospectus, any preliminary prospectus or Prospectus (exclusive of any amendment or the General Disclosure Packagesupplement thereto), any material adverse change in the conditionbusiness, condition (financial or otherwise), or in the earningsresults of operations, business affairs performance, properties or business prospects of the Operating Partnership Ventas and the other Simon Entities Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or in the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Notes Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the NotesSecurities, 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 Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or affairs of the Trust, or (iii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iiiiv) if trading in any securities of the Company Trust has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredor in Europe, or (vi) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, 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 reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, NYSE Amex Equities or the New York Stock Exchange or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the Financial Industry Regulatory Authority or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware authorities, York authorities or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingStates.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating Partnership, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, preliminary prospectus supplement or the Prospectus Supplement or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, preliminary prospectus supplement or the Prospectus or the General Disclosure PackageSupplement, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, 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 (the “NYSE”)Exchange, or if trading generally on the NYSENew York Stock Exchange, the Nasdaq Global National Market or the NYSE Amex Equities American Stock Exchange or in the over-the-counter market has been suspended or 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) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, downgraded since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives International Managers may terminate this AgreementInternational Purchase Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the International Managers to purchase and the Selling Shareholders to sell the International Option Securities to be purchased and sold on such Date of Delivery, by notice to the Operating PartnershipCompany and the Selling Shareholders, at any time at or prior to the Closing Time or any such Date of Delivery (i) if there has been, since the time of execution of this International Purchase Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageInternational Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterpriseCompany, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) 41 -36- any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesInternational Managers, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission Commission, or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time or any relevant Date of Delivery, if (i1) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement or the General Disclosure Packageamendment pursuant to Section 3(e) of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii2) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof thereof, declaration of war or national emergency, or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii3) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (vi4) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Stockholder, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any material adverse change change, or development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities involving the United States or escalation thereof or other calamity or crisis, (C) a declaration by crisis involving the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Shareholder, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the UnderwritersUnderwriter, impracticable or inadvisable to proceed with the offering or delivery of the Notes Securities as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Operating Partnership has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Each of the Sales Agents, the Forward Sellers and the Forward Purchasers may terminate this Agreement, by notice to the Operating PartnershipCompany, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates date as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageProspectus, any material adverse change change, or any development involving a prospective material adverse change, in or affecting the conditiongeneral affairs, management, financial position, shareholders’ equity or otherwise, or in the earnings, business affairs or business prospects results of operations of the Operating Partnership Company and the other Simon Entities considered its subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesSales Agent(s), the Forward Seller(s) or the Forward Purchaser(s), impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 Exchange (the “NYSE”), or if trading generally on the NYSENYSE Amex Equities, the NYSE or the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, Prospectus (exclusive of any amendment or supplement thereto subsequent to the Prospectus date of this Agreement) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company, the Guarantor and the other Simon Entities their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the RepresentativesRepresentative, impracticable or inadvisable to market proceed with the Notes offering, sale or delivery of the Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Stockholders, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties or business prospects of the Operating Partnership Company and the other Simon Entities its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, in each case the effect of which is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to proceed with the completion of the offering or delivery to enforce contracts for the sale of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageSecurities, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities or in the over-the-counter market 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 or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Securityholders, at any time at on or prior to the Closing Time Date (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change Material Adverse Effect or any development that could reasonably be expected to result in the conditiona Material Adverse Effect, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditionsconditions (including as a result of terrorist activities), in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 Exchange NYSE, (the “NYSE”), or if B) trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities Stock Market, or in the over-the-counter market has been suspended or 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 NYSE or by such system the Nasdaq Stock Market or by order of the Commission, FINRA or any other governmental authorityauthority or (C) a material disruption has occurred in commercial banking or securities settlement, payment or clearance services in the United States or in Europe, (iv) if a banking moratorium has been declared by either Federal, federal or New York, or Delaware authorities, York authorities or (v) a material disruption in commercial banking if there shall have occurred, at any time on or securities settlement or clearance services after the date of this Agreement, any downgrading in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to of any debt securities of the Operating Partnership Company or any of its subsidiaries by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the date hereof shall have been downgraded, 1934 Act) or withdrawn, since such date or if any public announcement that any such rating organization shall have publicly announced that it has placed its rating on the Company or any series of its subsidiaries or any such debt securities of the Operating Partnership under surveillance or review as to or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the rating of Company or any such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratinghas been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery) (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties or business prospects of the Operating Partnership Company and the other Simon Entities Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, in each case the effect of which is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, impracticable or inadvisable to proceed with the completion of the offering or delivery to enforce contracts for the sale of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageSecurities, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities or in the over-the-counter market 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 or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the effect of which is such Company and its subsidiaries considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagebusiness, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, American Stock Exchange or the New York Stock Exchange or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration StatementProspectus, any loss sustained by the Prospectus Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the General Disclosure Packageconduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterpriseCompany, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Senior Notes or to enforce contracts for the sale of the Senior Notes, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federalfederal, New York, York or Delaware Oklahoma authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Underwriter may terminate its option to purchase such Option Securities by notice to the Company, at any time on or prior to such Option Closing Date) (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus Disclosure Package or the General Disclosure PackageProspectus, any material adverse change in the condition, condition (financial or otherwise), or in the earnings, investment portfolio or business affairs or business prospects of the Company, the Operating Partnership Partnerships and the other Simon Entities considered Subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any new outbreak of hostilities or escalation thereof of existing hostilities or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective material adverse change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”), or if trading generally on the NYSE, American Stock Exchange or the NYSE or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viiv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgradedFederal, Maryland or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date that occurs after the Closing Date, the Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change Material Adverse Effect or any development that could reasonably be expected to result in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagea Material Adverse Effect, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 Exchange (the “NYSE”), or if (B) trading generally on the NYSE, NYSE or the Nasdaq Global Stock Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 NYSE or by such system the Nasdaq Stock Market or by order of the Commission, FINRA or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (vC) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredor in Europe, or (viiv) if a banking moratorium has been declared by either Federal or New York authorities or (v) if there shall have occurred, at any time on or after the date of this Agreement, any downgrading in the rating assigned of any debt securities of any subsidiary of the Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization to has placed its rating on the Company or any such debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the rating of Company or any such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratinghas been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its consolidated subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the effect of which is such Company and its consolidated subsidiaries considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagebusiness, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York NASDAQ Stock Exchange (the “NYSE”)Market LLC, or if trading generally on the NYSE, NYSE American or the New York Stock Exchange or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the Financial Industry Regulatory Authority or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware authorities, York authorities or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingStates.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its consolidated subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the effect of which is such Company and its consolidated subsidiaries considered as to make itone enterprise, whether or not arising in the reasonable judgment ordinary course of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagebusiness, or (ii) if there has occurred (A) 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, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, NYSE Amex Equities or the New York Stock Exchange or the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the Financial Industry Regulatory Authority or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware authorities, York authorities or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingStates.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at on or prior to the Closing Time Date (i) if there has been, since at any time on or after the time of execution date of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus General Disclosure Package or the General Disclosure PackageFinal Prospectuses (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities considered its Subsidiary taken as one enterprisea whole, whether or not arising in the ordinary course of business, the effect of which that is such so material and adverse as to make it, in the reasonable judgment of the Underwriters, impracticable it impractical or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageSecurities, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States States, Canada or the international financial markets, (B) any declaration of a national emergency or war by the United States or Canada, any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited on Nasdaq or TSX by such Exchange, the Commission Commission, any Qualifying Authority or the New York Stock Exchange (the “NYSE”)any other Governmental Authority having jurisdiction, or if (B) trading generally on the NYSE, the Nasdaq Global Stock Market or the NYSE Amex Equities or in the over-the-counter market TSX has been suspended or 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 Authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or Canada, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurredfederal, Canadian federal or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Representative(s) may terminate this Agreement, by written notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative(s), impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or the NYSE or in the over-the-counter market 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 Financial Industry Regulatory Authority, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipIssuers, at any time at or prior to the Closing Time (i) if i)if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Issuers and the other Simon Entities their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, business (it being understood that the effect of which is Recapitalization Transactions and the consummation thereof shall not be deemed to involve such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Packagea change), or (ii) if ii)if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if iii)if trading in any securities of on the Company has been suspended or materially limited by the Commission American Stock Exchange or the New York Stock Exchange (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market NASDAQ National Market System has been suspended or 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) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking if there has occurred the enactment, publication, decree or securities settlement other promulgation of any federal, foreign, state or clearance services provincial statute, regulation, rule or order of any court or other governmental authority which would, in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities reasonable judgment of the Operating Partnership as of Representatives after consultation with the date hereof shall Issuers, have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratinga Material Adverse Effect.

Termination; General. The Representatives may terminate (X) this Agreement, Agreement by notice to the Company and the Operating Partnership, at any time at or prior to the Closing Time and/or (Y) in the case of any condition to purchase the Option Preferred Stock on a date of delivery which is after the Closing Time, the obligations of the Underwriters to purchase the relevant Option Preferred Stock, by notice to the ​ ​ Company and the Operating Partnership at any time at or prior to the relevant date of delivery: (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”), or if trading generally on the NYSENYSE MKT LLC, the NYSE or in the Nasdaq Global Select Market or the NYSE Amex Equities or in the 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 moratorium has been declared by either Federal, New York, or Delaware authoritiessecurities settlement, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either U.S. federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Initial Purchaser may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration StatementPreliminary Offering Memorandum, the Prospectus Disclosure Package or the General Disclosure PackageFinal Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchaser, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Guarantors has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market NASDAQ Global 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) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurred, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipTrust and Continental Grain, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageTrust Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, investment objectives or investment policies of the Trust, whether or not arising in the ordinary course of business, or (ii) if there has been, since the time of execution of this Agreement, or since the respective dates as of which information is given in the ContiFinancial Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, operations or business prospects of the Operating Partnership ContiFinancial and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (iiiii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iiiiv) if trading in any securities of the Company Securities or in the ContiFinancial Common Stock has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market Nasdaq National Market has been suspended or 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 (ivv) if a banking moratorium has been declared by either Federal, federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Stockholder, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, General Disclosure Package or the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Effect, the effect of which is such as to make it, in the reasonable judgment of the UnderwritersUnderwriter, impracticable or inadvisable to proceed with market the offering Securities or delivery to enforce contracts for the sale of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageSecurities, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective material and adverse change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Nasdaq, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market The NASDAQ Stock Market, Inc. 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredsuch that settlement and clearance of the sale of the Securities is impracticable or impossible, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York State authorities.

Termination; General. The Representatives Representative(s) may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Shareholders, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statementpreliminary prospectus, the Prospectus or the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, including without limitation as a result of terrorist activities, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative(s), impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Nasdaq Global Select Market, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 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, New York, Colorado or Delaware Arizona authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Placement Agent may terminate this Agreement, by notice to the Operating PartnershipOfferors, at any time at on or prior to the Closing Time (i) if there has beenDate if, since the time of execution of this Agreement or or, in the case of (i), since the earlier of the respective dates as of which information is given in the Registration Statement1934 Act Reports, the Prospectus or the General Disclosure Package, (i) there has occurred any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure PackageMaterial Adverse Effect, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or any other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesPlacement Agent, impracticable or inadvisable to market the Notes Capital Securities or to enforce contracts for the sale of the NotesCapital 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 (the “NYSE”)any stock exchange or market on or in which such securities are traded or quoted, or if trading generally on the NYSEAmerican Stock Exchange, the New York Stock Exchange, the Nasdaq Global National Market or any stock exchange on which any of the NYSE Amex Equities or in the over-the-counter market Company's securities are traded has been suspended or 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 or any other governmental authority, or (iv) if a banking moratorium has been declared by either FederalUnited States federal, Delaware, New York, York or Delaware authorities, Bermuda authorities or (v) a material disruption change or development involving a prospective change in commercial banking Bermuda taxation has occurred affecting the Company, the Trust, the Purchaser, the Subordinated Debt Securities, the Capital Securities or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingtransfers thereof.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Operating PartnershipCompany and the Contracting Stockholder, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageML&Co. Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has been, since the time of execution of this Agreement, or since the respective dates as of which information is given in the CIBER Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of CIBER and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (iii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iiiiv) if trading in any securities of the Company or in the CIBER Common Stock has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market Nasdaq National Market has been suspended or 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 (ivv) if a banking moratorium has been declared by either Federal, federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, 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 reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, American Stock Exchange or the New York Stock Exchange or the Nasdaq Global National Market or the NYSE Amex Equities or in the 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 the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or preliminary prospectus, the General Disclosure PackagePackage or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, including without limitation as a result of terrorist activities, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSE, New York Stock Exchange or in the Nasdaq Global Select Market or the NYSE Amex Equities or in the 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear Systems in Europe, or (v) if a banking moratorium has occurred, been declared by either Federal or New York authorities or (vi) if there has been any decrease in or withdrawal of the rating assigned of any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization to any debt securities organization” (as defined for purposes of Section 3(a)(62) of the Operating Partnership as 0000 Xxx) or any notice given of the date hereof shall have been downgraded, any intended or withdrawn, since such date potential decrease in or if withdrawal of any such rating organization shall have publicly announced or of a possible change in any such rating that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingdirection of the possible change.

Termination; General. The Representatives Initial Purchasers may terminate this Agreement, by notice to the Operating PartnershipVentas, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageOffering Memorandum (exclusive of any supplement thereto), any material adverse change in the business, condition, financial or otherwise, or in the earningsresults of operations, business affairs performance, properties or business prospects of the Operating Partnership Ventas and the other Simon Entities Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or in the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchasers, impracticable or inadvisable to market the Original Notes or to enforce contracts for the sale of the Original Notes, 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 Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany and Guarantor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the Prospectus or the General Disclosure Packagedate of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Guarantor and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or in the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iii) if trading in any securities of the Guarantor or Company has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities American Stock Exchange or in the over-the-counter market New York Stock Exchange 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 authorityauthority or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Operating PartnershipVentas, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the any Issuer Free Writing Prospectus, any preliminary prospectus or Prospectus (exclusive of any amendment or the General Disclosure Packagesupplement thereto), any material adverse change in the conditionbusiness, condition (financial or otherwise), or in the earningsresults of operations, business affairs performance, properties or business prospects of the Operating Partnership Ventas and the other Simon Entities Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or in the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Notes in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Notes, 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 Exchange (the “NYSE”)Exchange, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market 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 or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representative, since the time of execution of this Agreement or since the earlier of the respective dates date as of which information is given in the Registration StatementPreliminary Offering Memorandum, the Prospectus Disclosure Package or the General Disclosure PackageFinal Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Exchange, or if trading generally on the NYSENew York Stock Exchange, the Nasdaq NASDAQ Global Select Market or the NYSE Amex Equities NASDAQ Global Market (or in the over-the-counter market their respective successors) 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 (iv) if a banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Repre­sentatives may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Shareholder, at any time at or prior to the Closing Time or at any time prior to the Date of Delivery, in the case of Option Securities, (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or affairs, business prospects or properties of the Operating Partnership Company and the other Simon Entities its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsStates, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)The Nasdaq National Market, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market The Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices 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) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageOffering Memorandum, any material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there shall have occurred a downgrading in the rating assigned to the Securities or any of the Company's other debt securities by any nationally recognized securities rating agency, or if such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the Company's other debt securities, or (iii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, or (iiiiv) if trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange (the “NYSE”)Commission, or if trading generally on the NYSE, the Nasdaq Global Market American Stock Exchange or the NYSE Amex Equities New York Stock Exchange or in the over-the-counter market NASDAQ National Market System has been suspended or 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 (ivv) if a banking moratorium has been declared by either Federal, Federal or New York, or Delaware York authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the Operating Partnership, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial, or economic conditions, in each case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 banking moratorium has been declared by either Federal, New York, or Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Operating PartnershipCompany and the Selling Stockholders, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership Company and the other Simon Entities its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof thereof, or act of terrorism, other calamity or crisis, (C) a declaration by the United States of a national emergency crisis or war, or (D) any change or development involving a prospective change in national or international political, financial, financial or economic conditions, in each case, case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Notes Securities or to enforce contracts for the sale of the NotesSecurities, 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 (the “NYSE”)Nasdaq Global Market, or if trading generally on the NYSE, American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Market or the NYSE Amex Equities or in the 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 the NASD or any other governmental authority, or (iv) if a material disruption in commercial banking moratorium has been declared by either Federal, New York, or Delaware authoritiessecurities settlement, or (viv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States has occurredStates, or (viv) if the rating assigned a banking moratorium has been declared by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, either Federal or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the ratingNew York authorities.

Termination; General. The Representatives Initial Purchaser may terminate this Agreement, by notice to the Operating PartnershipSeller, at any time at on or prior to the Closing Time Date (i) if there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure PackageOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Operating Partnership and Seller, Navistar Financial or the other Simon Entities considered as one enterprise, Trust created by the Trust Agreement whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the Registration Statement, the Prospectus or the General Disclosure Package, or (ii) if there has occurred any downgrading in the rating of the securities of the Seller, Navistar Financial or the Trust by any "nationally recognized statistical rating organization" (Aas such term is defined for purposes of Rule 436(g) under the 1933 Act) or any public announcement that any such xxxxxxxation has under surveillance or review any of the securities of the Seller, Navistar Financial or the Trust (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), (iii) if there has occurred any material adverse change in the financial markets in the United States or financial or economic conditions in the international financial marketsUnited States, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a declaration by the United States of a national emergency or war, or (D) 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 itto, in the judgment of the RepresentativesInitial Purchaser, impracticable or inadvisable materially impair the Initial Purchaser's ability to market the Notes or to enforce contracts for the sale of the Notes, 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 (the “NYSE”), or if trading generally on the NYSE, the Nasdaq Global Market or the NYSE Amex Equities or in the over-the-counter market has been suspended or 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 banking moratorium has been declared by either Federal, New York, York or Delaware Illinois authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Operating Partnership as of the date hereof shall have been downgraded, or withdrawn, since such date or if any such rating organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review as to the rating of such debt securities or any of the Operating Partnership’s other securities, which does not indicate affirmation or improvement in the rating.