Common use of Termination; General Clause in Contracts

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

Termination; General. The Representatives Xxxxxxx Xxxxx may terminate this Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change 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 Fund or the AdviserCompany and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares of the Fund Placement Securities has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE Amex Equities, the NYSE or the American Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

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

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the conditionexcept for such as would not, financial or otherwise, individually or in the earningsaggregate, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businesshave a Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the American New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusOffering Memorandum (exclusive of any amendment or supplement thereto subsequent to the 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 Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred after the date hereof and prior to the Closing Time any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the RepresentativesRepresentative, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the General Disclosure Package and the Offering Memorandum, or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities issued or guaranteed by the Common Shares Company or any of the Fund Guarantors has been suspended on any exchange or in any over-the-counter market or materially limited by the Commission or the NYSECommission, or if trading generally on The New York Stock Exchange, the NYSE or the American Stock Exchange or in the Nasdaq NASDAQ National Market or any over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a general moratorium on commercial banking moratorium activities has been declared by either Federal federal or New York State authorities.

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

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

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the FundVentas, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or Prospectus (exclusive of any amendment or supplement thereto), any material adverse change in the conditionbusiness, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs performance, properties or business prospects of Ventas and the Fund or the AdviserSubsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in the Common Shares any securities of the Fund Ventas Entities has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

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

Termination; General. The Representatives Agent may terminate this Agreement, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change in the condition, condition (financial or otherwise, ) or in the earningsassets, business affairs business, operations, earnings or business prospects properties of the Fund or Company and the AdviserSubsidiaries, taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesAgent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares of the Fund Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE, the NYSE American LLC or the American Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

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

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

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to Ventas and the FundSelling Stockholders, 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 respective dates as of which information is given in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or Prospectus (exclusive of any amendment or supplement 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 Ventas and the Fund or the AdviserSubsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Ventas Entities has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE or the American New York Stock Exchange or in the Nasdaq National Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

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

Termination; General. The Representatives Underwriters may terminate this Underwriting Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Underwriting Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any amendment or supplement thereto made after the time of the execution and delivery of this Underwriting Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD 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 (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

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

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Base Prospectus, any material adverse change in Prospectus Supplement, the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund General Disclosure Package or the AdviserProspectus, whether or not arising in the ordinary course of business, or any Material Adverse Effect; (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof thereof, pandemics or other public health emergencies (including the COVID-19 outbreak) or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the NYSE or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or federal, New York or Pennsylvania authorities.

Termination; General. The Representatives Initial Purchaser may terminate this Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the ProspectusPreliminary Offering Memorandum, the Disclosure Package or the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchaser, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or the American Stock Exchange Exchange, the New York Stock Exchange, the NYSE Arca exchange or in the Nasdaq National Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD 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, States or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the FundDepositor, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund CarMax or the AdviserDepositor, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of CarMax, the Common Shares Depositor or any of the Fund their Affiliates has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE or American Stock Exchange, the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD 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 clearing services in the United States, States or (ivv) if a banking moratorium has been declared by either Federal federal, Virginia, [____________] or New York authorities.

Termination; General. This Agreement (excluding the applicable Terms Agreement) may be terminated for any reason at any time by the Company, the Selling Shareholders or the Representatives, as the case may be, upon the giving of 30 days' prior written notice of such termination to the other parties hereto. The Representatives may terminate this the applicable Terms Agreement, by notice to the FundCompany and the Selling Shareholders, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this the Terms Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund Company or the Adviserany of its subsidiaries, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system the New York Stock Exchange or by order of the Commission, the NASD or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the FundTransaction Entities, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Underwriters may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Transaction Entities 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 respective dates as of which information is given in the ProspectusGeneral Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change Material Adverse Change or any development that could reasonably expected to result in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessa Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, 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 conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSE, or if trading generally on the NYSE NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market or the American Stock Exchange or in the Nasdaq National Market NYSE MKT 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 NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authoritiesauthorities or (v) if there shall have occurred, since the time of execution of this Agreement, any downgrading in the rating of any debt securities or Preferred Shares of the Company, or of the securities of any subsidiary or subsidiary trust of the 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 has placed its rating on the Company or any such debt securities or Preferred Shares under surveillance or review 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 either of the Transaction Entities or any such debt securities or Preferred Shares has been placed on of negative outlook.

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

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the FundCompany, at any time at on or prior to 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 respective dates as of which information is given in the ProspectusGeneral Disclosure Package or the Prospectus (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 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 Fund or the AdviserCompany and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, 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 conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (A) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENASDAQ Global Select Market, or (B) if trading generally on the NYSE, the NASDAQ Global Select Market, the NASDAQ Global Market, the NYSE Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the American Stock Exchange or in the Nasdaq National Market Chicago Board of Trade has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or (C) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities, or (v) if there shall have occurred, on or after the date of this Agreement, any downgrading in the rating of any debt securities of or guaranteed by the Company or any debt securities, preferred stock or trust preferred securities of any subsidiary or subsidiary trust of the Company by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Company or any such debt securities or other securities under surveillance or review 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 Company or any such debt securities or other securities has been placed on negative outlook.

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

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

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

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

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

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time Time, (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or if trading generally on the NYSE or the American Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD Financial Industry Regulatory Authority, Inc. or any other governmental authorityGovernmental Entity, or (iv) a material disruption has occurred in commercial banking or securities or clearance, settlement or clearance trading services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or federal, New York or Texas authorities.

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

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

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

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Base Prospectuses, any Prospectus Supplement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or Material Adverse Effect; (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof thereof, pandemics or other public health emergencies (including the COVID-19 outbreak) or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the NYSE or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or federal, New York or Pennsylvania authorities.

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

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

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

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

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

Termination; General. The Representatives Each Agent may terminate the right of the Company to effect any Placements under this Agreement, solely with respect to such Agent, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as disclosed in or contemplated by the Registration Statement and the Prospectus, any material adverse change 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 Fund or the Adviser, whether or not arising in the ordinary course of businessa Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, 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 conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representativessuch Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSE, or if (B) trading generally on the NYSE, the Nasdaq Global Select Market, the Nasdaq Global Market, the NYSE American, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the American Stock Exchange or in the Nasdaq National Market Chicago Board of Trade has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities. In such event there shall be no liability on the part of any party to any other party except as otherwise provided in Section 10 hereof and except for the expenses to be borne by the Company as provided in Section 8(a) hereof. Any such termination shall have no effect on the obligations of any other Agent under this Agreement.

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

Termination; General. The Representatives UBS may terminate this Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any 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 Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if \ there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUBS, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or (B) if trading generally on the NYSE American Stock Exchange or the American New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD 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 (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives X.X. Xxxxxx Securities may terminate this Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any amendment or supplement thereto subsequent to the 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 Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Effect, or (ii) if there has occurred after the date hereof and prior to the Closing Time any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the RepresentativesX.X. Xxxxxx Securities, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement and the Prospectus, or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities issued or guaranteed by the Common Shares of the Fund Company has been suspended on any exchange or in any over-the-counter market or materially limited by the Commission or the NYSECommission, or if trading generally on the NYSE or the American New York Stock Exchange or in Exchange, the Nasdaq National Market or any over-the-counter market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a general moratorium on commercial banking moratorium activities has been declared by either Federal federal or New York State authorities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time Date, (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or if trading generally on the NYSE or the American Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD Financial Industry Regulatory Authority, Inc. or any other governmental authorityGovernmental Entity, or (iv) a material disruption has occurred in commercial banking or securities or clearance, settlement or clearance trading services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or federal, New York or Pennsylvania authorities.

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

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

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

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

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

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

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

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

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the FundCompany, at any time at or prior to the Closing Time Date, (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the financial condition, financial or otherwiseearnings, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq Global Market, or if trading generally on the NYSE or the American Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD Financial Industry Regulatory Authority, Inc. or any other governmental authorityGovernmental Entity, or (iv) a material disruption has occurred in commercial banking or securities or clearance, settlement or clearance trading services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or federal, New York or Texas authorities.

Termination; General. The Representatives may terminate this Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the ProspectusProspectus (exclusive of any amendment or supplement thereto made after the time of the execution and delivery of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of businessMaterial Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of 16 _____________________________________________________________________________________ said exchanges or by such system or by order of the Commission, the NASD 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 (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the FundCompany 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 Applicable Time or since the respective dates as of which information is given in the Prospectus, Prospectus (exclusive of any supplement or amendment thereto) or the General Disclosure Package: (i) any material adverse change change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earningsbusiness, business affairs properties or business prospects results of operations of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or ; (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof thereof, any declaration of war by Congress 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 RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or ; (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission Commission, the Nasdaq Global Market or the NYSENew York Stock Exchange, or if trading generally on the NYSE or the American New York Stock Exchange or in the Nasdaq National Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or ; (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, ; or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

Termination; General. The Representatives may terminate this Underwriting Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Underwriting Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in Material Adverse Effect or if the conditionUnderwriters decline to purchase the Securities for any reason permitted under this Agreement, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including without limitation as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the NYSE or the American New York Stock Exchange or in the on 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 NASD FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal federal or New York authorities.

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

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

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

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

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

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the FundCompany, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Base Prospectus, any material adverse change in Prospectus Supplement, the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund General Disclosure Package or the AdviserProspectus, whether or not arising in the ordinary course of business, or any Material Adverse Effect; (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof thereof, pandemics or other public health emergencies (including the COVID-19 outbreak to the extent that there is a material worsening of such COVID-19 outbreak that actually occurs after the date hereof in the markets in which the Company operates) or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENasdaq, or if trading generally on the NYSE or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or federal, New York or Louisiana authorities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the FundVentas, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, any Issuer Free Writing Prospectus, any preliminary prospectus or Prospectus (exclusive of any amendment or supplement 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 Ventas and the Fund or the AdviserSubsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities Notes in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in the Common Shares any securities of the Fund Ventas Entities has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Representatives Xxxxxxx Xxxxx may terminate this Agreement, by notice to the FundAlliant, at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred 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 RepresentativesXxxxxxx Xxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares any securities of the Fund Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or if trading generally on the NYSE American Stock Exchange or the American New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD or any other governmental authority, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

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

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

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

Termination; General. The Representatives Either Placement Agent may terminate this AgreementAgreement with respect to such Placement Agent, by notice to the FundCompany, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus, any material adverse change Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Fund or the AdviserCompany, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change 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 Representativessuch Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in the Common Shares of the Fund Placement Securities has been suspended or materially limited by the Commission or the NYSENASDAQ, or if trading generally on the American Stock Exchange, the NYSE or the American Stock Exchange or in the Nasdaq National Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASD FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal or New York State authorities.

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

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

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

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

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

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

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

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

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