Common use of No Material Adverse Change in Business Clause in Contracts

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the operations, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive Prospectus, since the end of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, period covered by the latest audited financial statements incorporated by reference therein (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in or affecting the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company Operating Partnership and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Operating Partnership on any class of its stockcapital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive Prospectus, since the end of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, period covered by the latest audited financial statements included therein (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the results of operations, business, earnings, business affairs properties or business prospects of the Company Transaction Entities and its their respective subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Transaction Entities and the Subsidiaries, on any class of the capital stock, membership interest or other equity interest, as applicable, (C) there has been no material change in the capital shares of stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Transaction Entities or any of their respective Subsidiaries, (D) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Transaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Transaction Entities and their respective Subsidiaries, taken as a whole, incurred by the Transaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Transaction Entities or any of their subsidiaries has sustained any loss or interference with its stockbusiness from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority that would, singly or in the aggregate, have a Material Adverse Effect.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company Company, and its subsidiariesSubsidiaries (“Subsidiaries,” as used in this Agreement, includes consolidated corporations, partnerships and other entities, including, without limitation, the Operating Partnership, Colonial Properties Services Limited Partnership (the “Management Partnership”) and Colonial Properties Services, Inc. (the “Management Corporation”), and includes direct and indirect Subsidiaries, if any) considered as one enterprise, or any of the real property or improvements thereon owned by either the Company or any of its Subsidiaries (each individually a “Property” and collectively the “Properties”), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (Bb) no casualty loss, condemnation or other adverse event with respect to the Properties, which when considered together with all other such losses, condemnations or events, are material to the Company and its Subsidiaries considered as one enterprise, has occurred, (c) there have been no transactions entered into by the Company or any of its subsidiaries that Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company Company, and its subsidiaries Subsidiaries considered as one enterprise, and (Cd) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreementsregular quarterly dividends on the Company’s Common Shares or dividends or distributions declared, transactionspaid or made in accordance with the terms of any series of the Company’s Preferred Shares, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive Prospectus, since the end of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, period covered by the latest audited financial statements included therein (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the results of operations, business, earnings, business affairs properties or business prospects of the Company Transaction Entities and its their respective subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Transaction Entities and the Subsidiaries, on any class of the capital stock, membership interest or other equity interest, as applicable, except as would not have been required to be disclosed pursuant to the Exchange Act or the Exchange Act Regulations, (C) there has been no material change in the capital shares of stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Transaction Entities or any of their respective Subsidiaries, (D) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Transaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Transaction Entities and their respective Subsidiaries, taken as a whole, incurred by the Transaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Transaction Entities or any of their subsidiaries has sustained any loss or interference with its stockbusiness from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority that would, singly or in the aggregate, have a Material Adverse Effect.

No Material Adverse Change in Business. Since Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would, individually or in the aggregate, have a Material Adverse Effect (as defined below), otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus Prospectus, there has not been any change in the capital stock of the Company or any of its subsidiaries (in each case exclusive of any amendments or supplements thereto except for (i) subsequent issuances, if any, pursuant to the date of this Agreement), except as otherwise stated therein, (A) there has been no this Agreement or the Alternative Equity Distribution Agreements, (B) reservations, agreements, employee stock incentive plans or long-term incentive plans referred to in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, or (C) unregistered issuances not required to be disclosed pursuant to the Exchange Act, the Securities Act or any regulation promulgated thereunder and (ii) any shares forfeited or surrendered to the Company pursuant to employee stock-incentive plans, long-term incentive plan or agreements referred to in the Registration Agreement) or material change in the long term debt of the Company or any of its subsidiaries (except for borrowings under the Company’s Existing Credit Agreement (as may be amended from time to time and referred to in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus)) or any material adverse change change, or any development involving a prospective material adverse change change, in or affecting the operationsgeneral affairs, condition (management, financial position, stockholders’ equity or otherwise), or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business subsidiaries taken together (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company otherwise than as set forth or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described contemplated in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock.

No Material Adverse Change in Business. The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus any material loss from fire, explosion, flood, accident or other calamity not fully covered by insurance, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development involving a prospective material adverse change change, in the operationsgeneral affairs, condition (financial condition, earnings or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiariessubsidiaries (each such subsidiary, includinga “Subsidiary” and, without limitationcollectively, the Operating Partnership“Subsidiaries”), considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse EffectChange”), ; (B) there have been no transactions entered into by the Company or any of its subsidiaries that Subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, ; (C) neither other than, in the Company nor case of the Company, regular dividends on the Company’s common stock or preferred stock, in amounts per share that are consistent with past practice or the applicable charter document or supplement thereto, respectively, or, in the case of any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsthe Company’s Subsidiaries, direct or contingent, in each case which are material to the Company and its subsidiariesCompany, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company or any of its Subsidiaries on any class of its capital stock; and (D) there has not been any material change in the capital stock (other than upon exercise of outstanding stock options, upon conversion of convertible securities outstanding as of the date of the most recent balance sheet incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the Company’s employee or director compensation and benefit plans or the Company’s dividend reinvestment and stock purchase plan) or long-term debt of the Company and its Subsidiaries considered as one enterprise.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated thereinin the Registration Statement, the General Disclosure Package or Prospectus, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, assets, business affairs or business prospects of the Company and its subsidiariesCompany, including, without limitationany subsidiary of the Company, the Operating Partnership, considered any subsidiary of the Operating Partnership (other than any Property Partnership (as one enterprisedefined below)) (the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity that owns real property and that is owned by a Simon Entity or in which the Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company or any Simon Entities, other than those in the ordinary course of its subsidiaries business, which would be Material, (d) except for distributions in amounts per unit that are material consistent with respect to the Company and its subsidiaries considered as one enterprisepast practices, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Operating Partnership on any class of its stockrespective general, limited and/or preferred partnership interests, (e) there has been no change in the capital stock of the corporate Simon Entities or in the partnership interests of the Operating Partnership or any Property Partnership, and (f) there has been no increase in the indebtedness of the Simon Entities, the Property Partnerships or the Properties which would be Material.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the operations, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described disclosed in the Registration Statement, the Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries, taken as a whole, that is material and adverse, (DB) there has been no dividend or distribution of any kind declared, paid or made by the Company or the Operating Partnership on any class of its stockcapital stock or other equity interests, as applicable, (C) there has been no material change in the capital stock or total debt of the Company or any of its subsidiaries, (D) there has not been any transaction material to the Company and its subsidiaries, taken as a whole, entered into or any such transaction that is probable of being entered into by the Company and any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the Disclosure Package and the Prospectus, and (F) none of the Company or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration StatementGeneral Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) there has been no change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, taken as a whole, that is material and adverse to the Company and its subsidiaries, taken as a whole, (iv) there has been no material transaction entered into by the Company or any of its subsidiaries taken as a whole and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries taken as a whole, other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, incurred by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or material interference with any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since Neither the Company nor any of its subsidiaries (including the Partnership) has sustained since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus; and, since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, there has not been any change in the capital stock of the Company or any of its subsidiaries (including the Partnership) (other than issuances of capital stock in connection with employee benefit plans, the Disclosure Package exercise of options, the exchange of Partnership units and the Prospectus payment of earn-outs pursuant to contractual commitments) or in the partners’ capital of the Partnership or any of its subsidiaries, any change in mortgage loans payable or long-term debt of the Company or any of its subsidiaries (including the Partnership) in each case exclusive excess of $40,000,000 or in the mortgage loans payable or long-term debt of the Partnership or any amendments of its subsidiaries or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (A) there has been no any material adverse change in excess of $40,000,000 (in any case, other than transactions that have occurred and have been reported in the Company’s Current Reports on Form 8-K or the repayment of maturing indebtedness or other obligations), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or the Partnership on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change change, in or affecting the operationsgeneral affairs, condition (management, financial position, stockholders’ equity, partners’ capital or otherwise), or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiariessubsidiaries (including the Partnership), including, without limitation, the Operating Partnership, considered otherwise than as one enterprise, whether set forth or not arising contemplated in the Registration Statement and the Prospectus (other than ordinary course of business (a “Material Adverse Effect”dividends to be paid on the Company’s Common Stock and preferred stock), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company ; and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries (including the Partnership) has entered into any transaction or agreement (whether or incurred or undertaken any liabilities or obligations, direct or contingent, not in each case which are the ordinary course of business) that is material to the Company and its subsidiariessubsidiaries taken as a whole or incurred any liability or obligation, including without limitation the Operating Partnershipdirect or contingent, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by that is material to the Company on any class of and its stocksubsidiaries taken as a whole.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration StatementGeneral Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, other than: (a) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase as described in the General Disclosure Package and the Final Prospectus or (b) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right as described in the General Disclosure Package and the Final Prospectus, (iii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Company, other than transactions in the ordinary course of business and changes and transactions described in the Registration Statement, the General Disclosure Package and the Prospectus, (v) there has not been any obligation, direct or contingent, which is material to the Company taken as a whole, incurred by the Company, except obligations incurred in the ordinary course of business, and (vi) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court of arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)whole that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no transaction entered into by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole and there is no transaction that is probable of being entered into by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, other than transactions in the ordinary course of business, (v) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no obligation, direct or contingent, incurred by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, except obligations incurred in the ordinary course of business and (vi) except as disclosed in the General Disclosure Package and the Final Prospectus, neither the Company nor any of its subsidiaries has sustained any material loss or material interference with any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementPreliminary Offering Memorandum, the Disclosure Package Time of Sale Memorandum and the Prospectus Offering Memorandum (in each case, exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (ii) except as otherwise disclosed in the Time of Sale Memorandum and the Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated thereinno Partnership Entity has incurred any liability or obligation or entered into any transaction or agreement that, (A) there has been no material adverse change or any development involving a prospective material adverse change in the operations, condition (financial or otherwise), individually or in the earningsaggregate, is material with respect to the Partnership Entities, taken as a whole, and no Partnership Entity has sustained any loss or interference with its business affairs or business prospects of the Company and its subsidiariesoperations from fire, includingexplosion, without limitationflood, the Operating Partnership, considered as one enterpriseearthquake or other natural disaster or calamity, whether or not arising covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree, except as would not, individually or in the aggregate, result in a Material Adverse Effect; (iii) the Partnership Entities, taken as a whole, have not incurred any material liability or obligation not in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any material transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described not in the Registration Statement, the Disclosure Package and the Prospectus, ordinary course of business; and (Div) there has been no dividend or distribution of any kind declared, paid or made by the Company Partnership on any class of its stockcommon units representing limited partner interests in the Partnership (the “Common Units”).

No Material Adverse Change in Business. Since Except as disclosed in or contemplated by the respective dates as Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated thereinFinal Prospectus, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since Subsequent to the respective dates as of which information is given in the Registration Statement, the Disclosure Package Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Disclosure Package, except as otherwise stated described therein, (Ai) there has not been no material adverse change or any development involving a prospective material adverse change in the operations, condition Material Adverse Effect; (financial or otherwise), or in the earnings, business affairs or business prospects ii) none of the Company and or any of the Subsidiaries has sustained any loss or interference with its subsidiariesassets, includingbusinesses or properties (whether owned or leased) from fire, without limitationexplosion, the Operating Partnershipearthquake, considered as one enterpriseflood or other calamity, whether or not arising covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree which would have a Material Adverse Effect; and (iii) since the date of the latest balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, none of the Company or the Subsidiaries has (A) issued any securities, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (B) entered into any transaction or incurred any material liability or obligation, direct or contingent, that was not in the ordinary course of business or (a “Material Adverse Effect”), (BC) there have been no transactions entered into by the Company declared or paid any dividend or made any distribution on any shares of its subsidiaries that are material stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock, other than with respect to the Company and acquisition of shares of its subsidiaries considered as one enterpriseCommon Stock in connection with payment of taxes required in connection with the exercise of options for the purchase of Common Stock or the vesting of restricted stock; provided, however, that the foregoing clause (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material shall not apply to transactions solely between the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockSubsidiaries.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive Prospectus, since the end of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, period covered by the latest audited financial statements included therein (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the results of operations, business, earnings, business affairs properties or business prospects of the Company Transaction Entities and its their respective subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Transaction Entities and the Subsidiaries, on any class of the capital stock, membership interest or other equity interest, as applicable, except as would not have been required to be disclosed pursuant to the Exchange Act or the Rules and Regulations, (C) there has been no material change in the capital shares of stock, equity securities, indebtedness, net current assets or net assets of the Transaction Entities or any of their respective Subsidiaries, (D) there has not been any transaction entered into or any transaction that is probable of being entered into by the Transaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business, (E) there has not been any obligation, direct or contingent, which is material to the Transaction Entities and their respective Subsidiaries, taken as a whole, incurred by the Transaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (F) none of the Transaction Entities or any of their subsidiaries has sustained any loss or interference with its stockassets, business or properties from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental, legislative or regulatory authority that would reasonably be expected to materially affect the use or value of any of the Properties, (G) there has been no redemption, purchase or other acquisition or agreement to redeem, purchase or otherwise acquire any equity securities of any of the Transaction Entities or their respective Subsidiaries and (H) there has not been and there will not be any event which would reasonably be expected to result in a Material Adverse Effect.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements of the Company included or incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered that is material and adverse; (ii) except as one enterprise, whether disclosed in or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock; (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock or long term indebtedness of the Company or any of its subsidiaries; (iv) there has been no material transaction entered into by the Company and any of its subsidiaries taken as a whole; (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business; and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the date of the latest audited financial statements included in the General Disclosure Package, none of the Company, its Significant Subsidiaries (as defined below) or, to the knowledge of the Company, the Thunder Entities have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, or incurred any material liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, which would be reasonably likely to result in any Material Adverse Effect (as defined below), nor has there been any development involving a material adverse change in or affecting the financial condition, results of operations, business or prospects of the Company and its subsidiaries taken as a whole after giving effect to the Acquisition, otherwise than as disclosed in the General Disclosure Package and the Prospectus. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments amendment or supplements thereto subsequent to supplement thereto) or since the date of this Agreement)the General Disclosure Package, except after giving effect to the Acquisition, there has not been (i) any material change in the capital stock or long-term debt of the Company or its Significant Subsidiaries (taken as otherwise stated thereina whole) or, to the knowledge of the Company, the Thunder Entities, (Aii) there has been no material adverse change or any development involving a prospective material adverse change in or affecting the financial condition, results of operations, condition (financial business or otherwise), or in the earnings, business affairs or business prospects of the Company and or its subsidiariesSignificant Subsidiaries (taken as a whole) or, including, without limitationto the knowledge of the Company, the Operating PartnershipThunder Entities, considered as one enterpriseor (iii) any transaction entered into by any of the Company or its Significant Subsidiaries, whether or not arising other than in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are is material to the Company and its subsidiariesSignificant Subsidiaries (taken as a whole) or, including without limitation to the Operating Partnershipknowledge of the Company, considered the Thunder Entities other than as one enterprisedisclosed, except for agreements, transactions, liabilities or obligations which are described in the Registration Statementcase of each of (i), (ii) or (iii) above, in the General Disclosure Package and the Prospectus, and Prospectus (D) there has been no dividend or distribution exclusive of any kind declared, paid amendment or made by the Company on any class of its stocksupplement thereto).

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the Disclosure Package Statement and the Prospectus (or as would not be required to be disclosed in each case exclusive of any amendments or supplements thereto subsequent a report required to be filed pursuant to the date Exchange Act or Exchange Act Regulations, since the end of this Agreement), except as otherwise stated therein, the period covered by the latest audited financial statements included in the Prospectus (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the results of operations, business, earnings, business affairs properties or business prospects of the Company Transaction Entities and its their respective subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Transaction Entities and the Subsidiaries, on any class of the capital stock, membership interest or other equity interest, as applicable, (C) there has been no material change in the capital shares of stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Transaction Entities or any of their respective Subsidiaries, (D) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Transaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Transaction Entities and their respective Subsidiaries, taken as a whole, incurred by the Transaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement and the Prospectus, and (F) none of the Transaction Entities or any of their subsidiaries has sustained any loss or interference with its stockbusiness from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority that would, singly or in the aggregate, have a Material Adverse Effect.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesthe Controlled Entities, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and the Controlled Entities, (iv) neither the Company nor any of the Controlled Entities has (1) entered into or assumed any material transaction or agreement, (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, (3) acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (4) agreed to take any of the foregoing actions, and (v) neither the Company nor any of the Controlled Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated thereinin the Registration Statement, the General Disclosure Package or the Prospectus, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, assets, business affairs or business prospects of the Company and its subsidiariesCompany, including, without limitationany subsidiary of the Company, the Operating Partnership, considered any subsidiary of the Operating Partnership (other than any Property Partnership (as one enterprisedefined below)) (the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity that owns real property and that is owned by a Simon Entity or in which the Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company or any Simon Entities, other than those in the ordinary course of its subsidiaries business, which would be Material, (d) except for distributions in amounts per unit that are material consistent with respect to the Company and its subsidiaries considered as one enterprisepast practices, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Operating Partnership on any class of its stockrespective general, limited and/or preferred partnership interests, (e) there has been no Material change in the capital stock of the corporate Simon Entities or in the partnership interests of the Operating Partnership or any Property Partnership, and (f) there has been no increase in the indebtedness of the Simon Entities, the Property Partnerships or the Properties which would be Material.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, assets, business affairs or business prospects of the Company and its subsidiaries, including, without limitationCompany, the Operating Partnership, Partnership and the Subsidiaries considered as one enterprise, enterprise whether or not arising in the ordinary course of business business, which would be material to the Company and the Operating Partnership, taken as a whole (anything which would be material to the Company and the Operating Partnership taken as a “whole, being hereinafter referred to as "Material;" and such a material adverse change, a "Material Adverse Effect”"), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, the Operating Partnership or any Subsidiary (the "Properties") has occurred which would be Material, (C) there have been no transactions or acquisitions entered into by the Company Company, the Operating Partnership or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseSubsidiary, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described other than those in the Registration Statementordinary course of business, the Disclosure Package and the Prospectuswhich would be Material, and (D) except for regular quarterly distributions on Common Stock in amounts per share that are consistent with past practice and regular quarterly distributions on units of the Operating Partnership (the "Units"), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockcapital stock or any distribution by the Operating Partnership with respect to its Units, and (E) there has been no increase in the long term debt or decrease in the capital stock of the Company, the Operating Partnership or any Subsidiary.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus (Prospectus, since the end of the period covered by the latest audited financial statements included or incorporated by reference in each case exclusive of any amendments the Registration Statement, the General Disclosure Package or supplements thereto subsequent to the date of this Agreement), except as otherwise stated thereinProspectus, (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), that is material and adverse; (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock; (C) there has been no material adverse change in the capital stock (other than as a result of (1) the exercise of stock options, the vesting of restricted stock or restricted stock units in the ordinary course, (2) the granting of stock options, restricted stock or restricted stock units in the ordinary course of business pursuant to the Company’s stock plans that are described in the Registration Statement, the General Disclosure Package or the Prospectus or (3) the repurchase of shares of stock which were issued upon exercise of stock options or vested under other equity awards, in each case pursuant to the agreements pursuant to which such shares were issued and, if applicable, in accordance with the Company’s stock plans that are described in the Registration Statement, the General Disclosure Package or the Prospectus), short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (D) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company other than transactions in the ordinary course of business; (E) there has been no obligation, direct or contingent, that is material to the Company taken as a whole, incurred by the Company, except obligations incurred in the ordinary course of business; and (F) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no material transaction entered into by the Company or any of its subsidiaries taken as a whole and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries taken as a whole, other than transactions in the ordinary course of business, (v) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no obligation, direct or contingent, incurred by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, except obligations incurred in the ordinary course of business and (vi) except as disclosed in the General Disclosure Package and the Final Prospectus, neither the Company nor any of its subsidiaries has sustained any material loss or material interference with any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated thereinin the Registration Statement, the General Disclosure Package or the Prospectus, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, assets, business affairs or business prospects of the Company and its subsidiariesCompany, including, without limitationany subsidiary of the Company, the Operating Partnership, considered any subsidiary of the Operating Partnership (other than any Property Partnership (as one enterprisedefined below)) (the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity that owns real property and that is owned by a Simon Entity or in which the Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company Simon Entities, other than those in the ordinary course of business, which would be Material, (d) except for dividends or any of its subsidiaries distributions in amounts per share and per unit that are material consistent with respect to the Company and its subsidiaries considered as one enterprisepast practices, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockcapital stock or by the Operating Partnership on any of its respective general, limited and/or preferred partnership interests, (e) there has been no change in the capital stock of the corporate Simon Entities or in the partnership interests of the Operating Partnership or any Property Partnership, and (f) there has been no increase in the indebtedness of the Simon Entities, the Property Partnerships or the Properties which would be Material.

No Material Adverse Change in Business. Since Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus: (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change change, or any development involving that would reasonably be expected to result in a prospective material adverse change change, in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs business, properties, operations, assets, liabilities or business prospects prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, including, without limitation, considered as one entity (any such change being referred to herein as a “Material Adverse Change”); (ii) the Operating PartnershipCompany and its subsidiaries, considered as one enterpriseentity, whether have not incurred any material liability or not arising in the ordinary course of business (a “Material Adverse Effect”)obligation, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsindirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in each case which are material the aggregate, to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterpriseentity, except for agreements, transactions, liabilities or obligations which are described has entered into any material transactions not in the Registration Statement, the Disclosure Package and the Prospectus, ordinary course of business; and (Diii) there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or its other subsidiaries, by any of the Company’s subsidiaries on any class of share capital, or any repurchase or redemption by the Company or any of its stocksubsidiaries of any class of share capital.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Circular, including by way of incorporation by reference to Parsley’s filings with the Commission, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Offering Circular (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company Issuers, the Guarantors, and its their respective subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by any of the Company Issuers on any class of its capital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Issuers, the Guarantors, or any of their respective subsidiaries, (iv) there has been no obligation, direct or contingent, that is material to the Issuers, the Guarantors, or any of their respective subsidiaries taken as a whole, incurred by the Issuers, the Guarantors, or any of their respective subsidiaries, except obligations incurred in the ordinary course of business and (v) none of the Issuers, the Guarantors, or their respective subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the or Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Supplement, except as otherwise stated therein, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, assets, business affairs or business prospects of the Company and its subsidiariesCompany, including, without limitationany subsidiary of the Company, the Operating Partnership, considered any subsidiary of the Operating Partnership (other than any Property Partnership (as one enterprisedefined below)) (the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity that owns real property and that is owned by a Simon Entity or in which the Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company Simon Entities, other than those in the ordinary course of business, which would be Material, (d) except for dividends or any of its subsidiaries distributions in amounts per share and per unit that are material consistent with respect to the Company and its subsidiaries considered as one enterprisepast practices, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockcapital stock or by the Operating Partnership on any of its respective general, limited and/or preferred partnership interests, (e) there has been no change in the capital stock of the corporate Simon Entities or in the partnership interests of the Operating Partnership or any Property Partnership, and (f) there has been no increase in the indebtedness of the Simon Entities, the Property Partnerships or the Properties which would be Material.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the or Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Supplement, except as otherwise stated therein, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, assets, business affairs or business prospects of the Company and its subsidiariesCompany, including, without limitationany subsidiary of the Company, the Operating Partnership, considered any subsidiary of the Operating Partnership (other than any Property Partnership (as one enterprisedefined below)) (the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity which owns any Property (as such term is defined in the Prospectus Supplement) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties (as such term is defined in the Prospectus Supplement) has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company or any Simon Entities, other than those in the ordinary course of its subsidiaries business, which would be Material, (d) except for distributions in amounts per unit that are material consistent with respect to the Company and its subsidiaries considered as one enterprisepast practices, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Operating Partnership on any class of its stockrespective general, limited and/or preferred partnership interests, (e) there has been no change in the capital stock of the corporate Simon Entities or in the partnership interests of the Operating Partnership or any Property Partnership, and (f) there has been no increase in the indebtedness of the Simon Entities, the Property Partnerships or the Properties which would be Material.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus Final Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus: (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since Except as disclosed in the General Disclosure Package, since the date of the period covered by the latest financial statements included in the General Disclosure Package, neither the Company nor its subsidiaries has (i) entered into or assumed any material contract, (ii) incurred, assumed or acquired any material liability (including contingent liability) or other obligation, (iii) received notice of any cancellation, termination, breach, violation or revocation of, or imposition or inclusion of additional conditions or requirements with respect to, MPBL Macau’s Gaming License, or received notice of any cancellation, termination, breach, violation or revocation of any Material Contract, or of any Debt Repayment Triggering Event (iv) acquired or disposed of or agreed to acquire or dispose of any business or any other asset material to the Company and its subsidiaries taken as a whole, (v) entered into a letter of intent or memorandum of understanding (or announced an intention to do so) relating to any matter identified in clauses (i) through (iv) above, or (vi) sustained any material loss or interference with its business from fire, explosion or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)General Disclosure Package, except as otherwise stated therein, (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change in the operations, condition (financial or otherwise), or in the earningsbusiness, properties, business affairs prospects or business prospects results of operations of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered subsidiaries taken as one enterprise, whether a whole that is material and adverse. Except as disclosed in or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseGeneral Disclosure Package, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or material interference with any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would, individually or in the aggregate, have a Material Adverse Effect (as defined below), otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any (i) change in the capital stock of the Company or any of its subsidiaries (except for (A) subsequent issuances, if any, pursuant to (x) this Agreement or the Alternative Equity Distribution Agreements, (y) reservations, agreements, employee stock incentive plans or long-term incentive plans referred to in the Registration Statement, any Issuer Free Writing Prospectus or the Disclosure Package and the Prospectus Prospectus, or (in each case exclusive of any amendments or supplements thereto subsequent z) unregistered issuances not required to be disclosed pursuant to the date of this Exchange Act, the Securities Act or any regulation promulgated thereunder and (B) any shares forfeited or surrendered to the Company pursuant to employee stock-incentive plans, long-term incentive plan or agreements referred to in the Registration Agreement), (ii) material change in the long term debt of the Company or any of its subsidiaries (except for borrowings under the Company’s Existing Credit Agreement (as otherwise stated thereinmay be amended or amended and restated from time to time and referred to in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus)) or (Aiii) there has been no any material adverse change change, or any development involving a prospective material adverse change change, in or affecting (A) the operationsgeneral affairs, condition (management, financial position, stockholders’ equity or otherwise), or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiariessubsidiaries taken together, including, without limitation, the Operating Partnership, considered otherwise than as one enterprise, whether set forth or not arising contemplated in the ordinary course Prospectus or (B) the ability of business the Company to perform its obligations under this Agreement or to consummate the transactions contemplated in the Prospectus (the events described in clause (iii), a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the Disclosure Package Statutory Prospectus and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the Statutory Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to and the date of this Agreement), except as otherwise stated thereinFinal Prospectus, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated stated, or incorporated by reference, therein, (Ai) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (Bii) there have been no transactions entered into by the Company or any of its subsidiaries subsidiaries, other than those that are in the ordinary course, which are material with respect to the Company and its subsidiaries considered as one enterprise, (Ciii) neither the Company nor any of its subsidiaries there has entered into any transaction been no obligation or agreement or incurred or undertaken any liabilities or obligationsliability, direct or contingentcontingent (including any off-balance sheet obligations) incurred by the Company or its subsidiaries, in each case which are is material to the Company and its subsidiaries, including without limitation the Operating Partnership, subsidiaries considered as one enterprise, except for agreements(iv) other than the issuance of Securities issued pursuant to the Equity Plans (as defined herein) or the forfeitures of Securities upon a vesting or exercise of any Awards (as defined herein) issued pursuant to the Equity Plans in full or partial payment of taxes or tax withholding obligations, transactions, liabilities or obligations which are described there have been no changes in the Registration Statementauthorized or outstanding capital stock of the Company or its subsidiaries, (v) there have been no material changes in the Disclosure Package and outstanding indebtedness of the ProspectusCompany, and (Dvi) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the operations, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company or any of its subsidiaries that subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any each of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, (C) except for agreementsregular dividends on the Common Stock in amounts per share that are consistent with past practice, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (D) neither the Company nor any of its subsidiaries has incurred any liabilities, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that would have a Material Adverse Effect, or has entered into any transactions not in the ordinary course of business that are material to the Company and its subsidiaries taken as a whole and (E) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or the Subsidiaries, or any payment of or declaration to pay any dividends or any other distribution with respect to the Company, other than cash or stock dividends in the normal course of business consistent with past practice. For purposes of this Agreement, “Material Adverse Effect” means any fact, change, occurrence, event or circumstance that, individually or together with any other facts, changes, occurrences, events or circumstances, has or would reasonably be expected to have a material adverse effect on the business, business prospects, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated by this Agreement.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements of the Company included or incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short term indebtedness, long term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business, and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since (A) As of the date hereof, (1) Neither the Company nor any of its “significant subsidiaries” as such term is defined in Rule 1-02(w) of Regulation S-X (“Significant Subsidiaries”), all of which are listed on Schedule II hereto, has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, (2) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has not been no any change in the capital stock or long term debt of the Company or any of its Significant Subsidiaries or any material adverse change change, or any development involving a prospective material adverse change change, in or affecting the operationsgeneral affairs, condition (management, financial position, shareholders’ equity or otherwise), or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered Significant Subsidiaries taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”)) otherwise than as set forth or contemplated in the Pricing Prospectus, (B3) there have been no transactions entered into by the Company or any of its subsidiaries that other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Significant Subsidiaries considered as one enterprise, enterprise and (C4) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreementsannual dividends on the Common Shares in amounts per share that are consistent with past practice, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock; (B) as of the date hereof, to the best knowledge of the Company, since the respective dates as of which information with respect to Helm Bank is given in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not been any Material Adverse Effect with respect to Helm Bank otherwise than as set forth or contemplated in the Pricing Prospectus.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given otherwise disclosed in the Registration StatementStatement and Final Prospectus, the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date filing of this Agreement), except as otherwise stated thereinthe Registration Statement and the Final Prospectus, (Ai) there has not been no any Material Adverse Effect, the occurrence of any development that the Company reasonably expects could result in a Material Adverse Effect or any material adverse change change, or any development involving that could reasonably be expected to result in a prospective material adverse change change, in the operationsgeneral affairs, business, management, condition (financial or otherwise), or in the earnings, business affairs results of operations, properties, operations, assets, liabilities or business prospects of the Company and its subsidiariesSubsidiaries, including, without limitation, the Operating Partnership, considered taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse EffectChange”), (Bii) there have has not been no transactions entered into by any material change in the capitalization or long-term indebtedness of the Company of the Company (other than in connection with the exercise or any settlement of its subsidiaries that are material equity awards or rights granted pursuant to the Company’s equity incentive and stock purchase plans from the shares reserved therefor as described in the Registration Statement and the Final Prospectus, the exercise or redemption of warrants described in the Registration Statement and the Final Prospectus, the issuance of shares of Common Stock pursuant to the Business Combination Agreement, the grant of equity awards or rights in the ordinary course of business and consistent with respect to the past practice of the Company and its subsidiaries considered as one enterprisethe issuance of the Offered Securities pursuant to the Securities Purchase Agreement, the issuance of the Underlying Shares pursuant to the Offered Securities and the issuance of shares pursuant to any ATM Program contemplated by the Securities Purchase Agreement), (Ciii) neither the Company nor any of its subsidiaries Subsidiaries has entered into incurred, except in the ordinary course of business as described in the Registration Statement or the Final Prospectus, any transaction or agreement or incurred or undertaken any material liabilities or obligations, direct or contingentcontingent (including any off-balance sheet obligations), in each case which are material to nor has the Company and or any of its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration StatementSubsidiaries entered into any material transactions other than pursuant to this Agreement, the Disclosure Package Securities Purchase Agreement and the Prospectus, transactions referred to herein and therein and (Div) there the Company has been no dividend not paid, made or distribution declared any dividends or other distributions of any kind declared, paid or made by the Company on any class of its stockcapital stock or the capital stock of any Subsidiary.

No Material Adverse Change in Business. Since Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, since the date of the period covered by the latest financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, (A) there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole and (B) neither the Company nor any of its Subsidiaries has (i) incurred, assumed or acquired any material liability (including contingent liability) or other material obligation except for any obligation incurred in the ordinary course of its business or in relation to any renovation, construction or development of properties owned or leased by the Company or its Subsidiaries, (ii) acquired or disposed of or agreed to acquire or dispose of any business or any other asset material to the Company and its Subsidiaries taken as a whole, (iii) entered into a letter of intent or memorandum of understanding (or announced an intention to do so) relating to any matter identified in clauses (i) and (ii) above, or (iv) sustained any material loss or interference with its business from fire, explosion or other calamity that would not have a Material Adverse Effect, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or change, nor any development involving or event that would have a prospective material adverse change in the operations, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into ; except as disclosed in or contemplated by the Company or any Registration Statement, the Disclosure Package and the Prospectus, since the date of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither period covered by the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described latest financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stock.authorized shares and there has been no material adverse change in the authorized shares, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries, taken as a whole;

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (A) there has been no material adverse change change, or any development involving that could reasonably be expected to result in a prospective material adverse change change, in the operations, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs business, properties, management or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, nor any material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties. management or business prospects of Alagasco such that the Company has the right to terminate its obligations to acquire Alagasco under the applicable acquisition agreement or to decline to consummate the acquisition of Alagasco as a result of such material adverse change (any such change or development described in this clause (A), a “Material Adverse Effect”), ; (B) there have been no transactions entered into by except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered taken as one enterprisea whole, (C) neither nor, to the Company nor Company’s knowledge, Alagasco with respect to itself, has incurred any of its subsidiaries has liability or obligation or entered into any transaction or agreement that, individually or incurred in the aggregate, is material, and neither the Company or undertaken any liabilities or obligationsof its subsidiaries nor, direct or contingent, in each case which are material to the Company Company’s knowledge, Alagasco has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, (C) except for agreementsregular quarterly cash dividends on the Common Stock in amounts per share that are consistent with past practice, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company or Ranger LLC on any class of its capital stock or membership interests, as applicable, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company Parties during the time when a prospectus relating to the Offered Securities is (or but for the exemption of Rule 172 would be) required to be delivered under the Act by and underwriter or dealer other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company taken as a whole, incurred by the Company, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its Subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest reviewed financial statements included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated thereindisclosed in the Time of Sale Prospectus and the Prospectus, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries and Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (iv) neither the Company nor any of its Subsidiaries and Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (D) agreed to take any of the foregoing actions, that would, in the case of any of clauses (i) through (iv) above, would have a Material Adverse Effect; and (v) neither the Company nor any of its Subsidiaries and Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), i) except as otherwise stated thereindisclosed in the Registration Statement, (A) the Time of Sale Prospectus and the Prospectus, there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, taken as a whole; (iv) except as described in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any business or any other material asset, or (D) agreed to take any of the foregoing actions; and (v) neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the or Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Supplement, except as otherwise stated therein, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, assets, business affairs or business prospects of the Company and its subsidiariesCompany, including, without limitationany subsidiary of the Company, the Operating Partnership, considered any subsidiary of the Operating Partnership (other than any Property Partnership (as one enterprisedefined below)) (the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity that owns real property and that is owned by a Simon Entity or in which the Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company or any Simon Entities, other than those in the ordinary course of its subsidiaries business, which would be Material, (d) except for distributions in amounts per unit that are material consistent with respect to the Company and its subsidiaries considered as one enterprisepast practices, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Operating Partnership on any class of its stockrespective general, limited and/or preferred partnership interests, (e) there has been no change in the capital stock of the corporate Simon Entities or in the partnership interests of the Operating Partnership or any Property Partnership, and (f) there has been no increase in the indebtedness of the Simon Entities, the Property Partnerships or the Properties which would be Material.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development involving that would reasonably be expected to result in a prospective material adverse change in effect, (I) on the operations, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (II) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (I) and (II) a “Material Adverse Effect”), (B) except as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and ordinary course changes in deposits, regular short-term draws on available lines of credit, or other changes that the Company considers to be insignificant in type or immaterial in amount, there has not been any material change in the capital stock of the Company or any of its Subsidiaries, or any change in the short-term or long-term debt of the Company or any of the Subsidiaries other than advances from the Federal Home Loan Bank (“FHLB”) or borrowings from the Federal Reserve, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseSubsidiaries, (C) neither whether or not in the Company nor any ordinary course of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsbusiness, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating PartnershipSubsidiaries, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) the Company has not purchased any of its outstanding capital stock, other than pursuant to publicly announced share repurchase plans, and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood, outbreak of epidemic illness or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company Company, and its subsidiariesSubsidiaries (“Subsidiaries,” as used in this Agreement, includes consolidated corporations, partnerships and other entities, including, without limitation, the Operating Partnership, Colonial Properties Services Limited Partnership (the “Management Partnership”) and Colonial Properties Services, Inc. (the “Management Corporation”), and includes direct and indirect Subsidiaries, if any) considered as one enterprise, or any of the real property or improvements thereon owned by either the Company or any of its Subsidiaries (each individually a “Property” and collectively the “Properties”), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (Bb) no casualty loss, condemnation or other adverse event with respect to the Properties, which when considered together with all other such losses, condemnations or events, are material to the Company and its Subsidiaries considered as one enterprise, has occurred, (c) there have been no transactions entered into by the Company or any of its subsidiaries that Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company Company, and its subsidiaries Subsidiaries considered as one enterprise, and (Cd) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreementsregular quarterly dividends on the Company's Common Shares or dividends or distributions declared, transactionspaid or made in accordance with the terms of any series of the Company's Preferred Shares, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Neither the Company nor any of its subsidiaries (including the Partnership) has sustained since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus; and, since the respective dates as of which information is given in the Registration StatementStatement and the Prospectus, there has not been any material change in the capital stock of the Company or any of its subsidiaries (including the Partnership) (other than issuances of capital stock in connection with employee benefit plans, the Disclosure Package exercise of options, the exchange of Partnership units and the Prospectus payment of earn-outs pursuant to contractual commitments) or in the partners’ capital of the Partnership or any of its subsidiaries, any material change in mortgage loans payable or long-term debt of the Company or any of its subsidiaries (including the Partnership) in each case exclusive excess of $20,000,000 or in the mortgage loans payable or long-term debt of the Partnership or any amendments or supplements thereto subsequent to of its subsidiaries (other than borrowings and repayments under the date of this AgreementCompany’s term loan agreement), except as otherwise stated therein, (A) there has been no or any material adverse change change, or any development involving a prospective material adverse change change, in or affecting the operationsgeneral affairs, condition (management, financial position, stockholders’ equity, partners’ capital or otherwise), or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries, including, without limitation, subsidiaries (including the Operating Partnership, ) considered as one enterprise, whether otherwise than as set forth or not arising contemplated in the Registration Statement and the Prospectus (other than ordinary course of business (a “Material Adverse Effect”dividends to be paid on the Company’s Common Stock), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company ; and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries (including the Partnership) has entered into any transaction or agreement (whether or incurred or undertaken any liabilities or obligations, direct or contingent, not in each case which are the ordinary course of business) that is material to the Company and its subsidiariessubsidiaries taken as a whole or incurred any liability or obligation, including without limitation the Operating Partnershipdirect or contingent, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by that is material to the Company on any class of and its stocksubsidiaries taken as a whole.

No Material Adverse Change in Business. Since Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus: (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change change, or any development involving that would reasonably be expected to result in a prospective material adverse change change, in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs business, properties, operations, assets, liabilities or business prospects prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, including, without limitation, considered as one entity (any such change being referred to herein as a “Material Adverse Change”); (ii) the Operating PartnershipCompany and its subsidiaries, considered as one enterpriseentity, whether have not incurred any material liability or not arising in the ordinary course of business (a “Material Adverse Effect”)obligation, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsindirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in each case which are material the aggregate, to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterpriseentity, except for agreements, transactions, liabilities or obligations which are described has entered into any material transactions not in the Registration Statement, the Disclosure Package and the Prospectus, ordinary course of business; and (Diii) there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or its other subsidiaries, by any of the Company’s subsidiaries on any class of share capital, or any repurchase or redemption by the Company or any of its stocksubsidiaries of any class of share capital.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the earningsresults of operations, business affairs or business prospects properties of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since Subsequent to the respective dates as of which information is given in the Registration Statement, the Disclosure Package Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Disclosure Package, except as otherwise stated described therein, (Ai) there has not been no material adverse change or any development involving a prospective material adverse change in the operations, condition Material Adverse Effect; (financial or otherwise), or in the earnings, business affairs or business prospects ii) none of the Company and or any of the Subsidiaries has sustained any loss or interference with its subsidiariesassets, includingbusinesses or properties (whether owned or leased) from fire, without limitationexplosion, the Operating Partnershipearthquake, considered as one enterpriseflood or other calamity, whether or not arising covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree which would have a Material Adverse Effect; and (iii) since the date of the latest balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, none of the Company or the Subsidiaries has (A) issued any securities, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (B) entered into any transaction or incurred any material liability or obligation, direct or contingent, that was not in the ordinary course of business or (a “Material Adverse Effect”), (BC) there have been no transactions entered into by the Company declared or paid any dividend or made any distribution on any shares of its subsidiaries that are material stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock, other than with respect to the Company and its subsidiaries considered as one enterpriseacquisition of shares of the Common Stock in connection with payment of taxes required in connection with the exercise of options for the purchase of Common Stock or the vesting of restricted stock; provided, however, that the foregoing clause (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material shall not apply to transactions solely between the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockSubsidiaries.

No Material Adverse Change in Business. Since Except as otherwise stated or contemplated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus (in each case exclusive of including any amendments or supplements thereto subsequent to the date of this Agreementdocuments incorporated by reference therein), except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the (A) assets, business, operations, earnings, properties, condition (financial or otherwise), or prospects, stockholders’ equity (as set forth on the Company’s most recent balance sheet included in the earnings, business affairs documents incorporated by reference therein) or business prospects results of operations of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any Company, other than those in the ordinary course of its subsidiaries that business, which are material with respect to the Company and its subsidiaries considered taken as one enterprisea whole, (C) neither the Company nor any of its subsidiaries has entered into any transaction obligation or agreement or incurred or undertaken any liabilities or obligationsliability, direct or contingentcontingent (including any off-balance sheet obligations), in each case incurred by the Company, which are is material to the Company and its subsidiariestaken as a whole, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no any material change in the capital stock (other than (i) as described in a current report on Form 8-K, a proxy statement filed on Schedule 14A or a Registration Statement on Form S-4 and otherwise publicly announced or (ii) changes in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock, or the vesting of equity awards) or outstanding long-term indebtedness of the Company or (E) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, other than in each case above (i) in the ordinary course of business, (ii) as otherwise disclosed in the Registration Statement, the General Disclosure Package or Prospectus (including the documents incorporated or deemed to be incorporated by reference therein) or (iii) where such matter, item, change or development would not make the Company on any class statements in the Registration Statement, General Disclosure Package or the Prospectus contain an untrue statement of its stocka material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration StatementGeneral Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated thereinPackage, (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), that is material and adverse; (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock; (C) there has been no material adverse change in the capital stock (other than as a result of (1) the exercise of stock options, the vesting of restricted stock or restricted stock units in the ordinary course, (2) the granting of stock options, restricted stock or restricted stock units in the ordinary course of business pursuant to the Company’s stock plans that are described in the General Disclosure Package or (3) the repurchase of shares of stock which were issued upon exercise of stock options or vested under other equity awards, in each case pursuant to the agreements pursuant to which such shares were issued and, if applicable, in accordance with the Company’s stock plans that are described in the General Disclosure Package), short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (D) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company other than transactions in the ordinary course of business; (E) there has been no obligation, direct or contingent, that is material to the Company taken as a whole, incurred by the Company, except obligations incurred in the ordinary course of business; and (F) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its Subsidiaries (other than as a result of (A) the exercise of outstanding stock options, the vesting of restricted stock or restricted stock units described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (B) the granting of stock options, restricted stock or restricted stock units in the ordinary course of business out of shares reserved for issuance and pursuant to the Company’s stock plans that are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (C) the repurchase of shares of stock which were issued upon exercise of stock options or vested under other equity awards, in each case pursuant to the agreements pursuant to which such shares were issued), (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its Subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its Subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its Subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development involving that would reasonably be expected to result in a prospective material adverse change in effect, (i) on the operationsgeneral affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”), (B) there has not been any material change in the capital stock of the Company or any of its Subsidiaries or any change in the short-term debt or long-term debt of the Company or any of the Subsidiaries other than advances from the Federal Home Loan Bank of Dallas (the “FHLB”) or borrowings from the Federal Reserve, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseSubsidiaries, (C) neither whether or not in the Company nor any ordinary course of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsbusiness, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating PartnershipSubsidiaries, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) the Company has not purchased any of its outstanding capital stock, other than pursuant to publicly announced stock repurchase plans, and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since Neither the Company nor any of its subsidiaries listed on Schedule 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”), other than Park Title Agency, LLC (each a “Subsidiary” and collectively, the “Subsidiaries”) has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the General Disclosure Package or the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated thereinset forth or contemplated in the each of the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has not been no any change in the capital stock or long-term debt of the Company or any of the Subsidiaries or any material adverse change change, or any development involving a prospective material adverse change change, in or affecting the operationsgeneral affairs, condition (financial or otherwise), or in the earningsmanagement, business affairs prospects, financial position, stockholders’ equity or business prospects results of operations of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered Subsidiaries taken as one enterprise, whether or not arising in the ordinary course of business a whole (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered the Subsidiaries, taken as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectusa whole, and (DC) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development involving that could be expected to result in a prospective material adverse change in effect, (i) on the operationsgeneral affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”), (B) there has not been any change in the capital stock, short-term debt or long-term debt of the Company or any of the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseSubsidiaries, (C) neither other than those in the Company nor any ordinary course of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsbusiness, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating PartnershipSubsidiaries, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) the Company has not purchased any of its outstanding capital stock and, except for regular quarterly dividends on the common stock of the Company in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated thereinProspectus, (A) there has been no material adverse change or change, nor any development or event involving a prospective change, that (i) would, individually or in the aggregate, result in a material adverse change effect in the operationsbusiness, condition (financial properties, condition, financial, regulatory or otherwise), or in the earnings, business affairs earnings or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered Affiliated Entities (as one enterprisedefined below) taken as a whole, whether or not arising in the ordinary course of business business, (ii) prevent or materially interfere with consummation of the transactions contemplated hereby or (iii) prevent the Securities from being accepted for listing on the New York Stock Exchange (the “NYSE”) (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (i), (ii) and (ii) being herein referred to as a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries the Affiliated Entities that are material with respect to would, singly or in the Company and its subsidiaries considered as one enterpriseaggregate, result in a Material Adverse Effect (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital, (D) there has been no material adverse change in the share capital, non-current indebtedness, combined net current assets or shareholders’ equity, combined operating profit or the total or per-share amounts of (loss) profit for the period of the Company and the Affiliated Entities, and (E) there has been no obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any of the Affiliated Entities that would, singly or in the aggregate, result in a Material Adverse Effect to the Company or any of the Affiliated Entities.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), management, results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered except as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, except for regular quarterly dividends on the Company’s common stock, par value $0.01 per share, and 7.50% Series E Cumulative Redeemable Preferred Stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (iv) except as described in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of any business or any other material asset, or (D) agreed to take any of the foregoing actions, that would, in the case of any of clauses (i) through (iv) above, have a Material Adverse Effect; and (v) neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has sustained any loss or interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except for such loss or interference that would not have a Material Adverse Effect. A “Material Adverse Effect” means a material adverse effect on the condition (financial or otherwise), earnings, results of operations, business or prospects of the Company and its Subsidiaries and Consolidated Affiliated Entities, taken as a whole, or on the ability of the Company and its Subsidiaries and Consolidated Affiliated Entities to carry out their obligations under this Agreement and the Deposit Agreement.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the earningsresults of operations, business affairs or business prospects properties of the Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries and Consolidated Affiliated Entities; (iv) neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any business or any other material asset, or (D) agreed to take any of the foregoing actions that would, in the case of (A) through (D), have a Material Adverse Effect; and (v) neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since Subsequent to the respective dates as of which information is given in the Registration Statement, the Disclosure Package Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Disclosure Package, except as otherwise stated described therein, (Ai) there has not been no material adverse change any Material Adverse Effect; (ii) none of the Company, the Guarantors or any development involving a prospective material adverse change in the operationsof their respective Subsidiaries has sustained any loss or interference with its assets, condition businesses or properties (financial whether owned or otherwise)leased) from fire, explosion, earthquake, flood or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterpriseother calamity, whether or not arising covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree which would have a Material Adverse Effect; and (iii) since the date of the latest balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, none of the Company, the Guarantors or their respective Subsidiaries has (A) issued any securities, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (B) entered into any transaction or incurred any material liability or obligation, direct or contingent, that was not in the ordinary course of business or (a “Material Adverse Effect”), (BC) there have been no transactions entered into by the Company declared or paid any dividend or made any distribution on any shares of its subsidiaries that are material stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock, other than with respect to the Company and its subsidiaries considered as one enterpriseacquisition of shares of the Company’s common stock in connection with payment of taxes required in connection with the exercise of options for the purchase of common stock or the vesting of restricted stock; provided, however, that the foregoing clause (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material shall not apply to transactions solely between the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockGuarantors.

No Material Adverse Change in Business. Since Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus and except as set forth in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus: (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change change, or any development involving that could reasonably be expected to result in a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the earnings, business affairs results of operations, business, properties, operations, assets, liabilities or business prospects of the Company and its subsidiariesSubsidiaries, including, without limitation, the Operating Partnership, considered taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”); (ii) neither the Company nor Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the 1933 Act) (each, a “Subsidiary” and collectively, the “Subsidiaries”) has (A) incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and its Subsidiaries, considered as one entity, (B) there have been no transactions entered into by any material transactions not in the ordinary course of business or (C) issued or granted any shares of the Company or the Company’s securities convertible into or exchangeable or exercisable for or that represent the right to receive shares of the Company other than under the Share Plans; and (iii) there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company or any of its subsidiaries that are material with respect to the Company Subsidiaries and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or another Subsidiary, by any Subsidiary on any class of shares, or any repurchase or redemption by the Company or any of its stockSubsidiaries of any class of shares.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (since the end of the period covered by the latest financial statements included in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Registration Statement, except as otherwise stated thereinthe General Disclosure Package and the Prospectus, (Ai) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend dividend, interest on shareholders’ equity or distribution of any kind declared, paid or made by the Company on any class of its stockshares; (iii) neither the Company nor any of its subsidiaries has entered into any transaction which is material to the Company and its subsidiaries, taken as a whole, or incurred any obligation or liability, direct or contingent, that is material to the Company and its subsidiaries, taken as a whole; (iv) there has been no material change in the share capital, shareholders’ equity, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, taken as a whole; and (v) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. Neither the Company nor any of the subsidiaries has either sent or threatened to send, nor received or, to the knowledge of the Company, is threatened to receive, any notification regarding the termination or non-renewal of any of the contracts described in the Registration Statement, the General Disclosure Package and the Prospectus, except where such termination or non-renewal would not, individually or in the aggregate, have a Material Adverse Effect.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Offering Memorandum, except as otherwise stated therein, (Aa) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, assets, business affairs or business prospects of the Company and its subsidiariesCompany, including, without limitationany subsidiary of the Company, the Operating Partnership, considered any subsidiary of the Operating Partnership (other than any Property Partnership (as one enterprisedefined below)) (the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the "Simon Entities" and individually as a "Simon Entity"), or of any entity which owns any Portfolio (as such term is defined in the Offering Memorandum) property or any direct interest in any Portfolio property (the "Property Partnerships") whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole (anything which, taken as a “whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as "Material;" and such a material adverse change, a "Material Adverse Effect”"), (Bb) no casualty loss or condemnation or other adverse event with respect to the Portfolio properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company Simon Entities or any the Property Partnerships, other than those in the ordinary course of its subsidiaries business, which would be Material, (d) except for distributions in amounts per unit that are material consistent with respect to the Company and its subsidiaries considered as one enterprisepast practices, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Operating Partnership on any class of its stockrespective general, limited and/or preferred partnership interests, and (e) there has been no change in the capital stock of the corporate Simon Entities or in the partnership interests of the Operating Partnership or any Property Partnership, or any increase in the indebtedness of the Simon Entities, the Property Partnerships or the Portfolio properties which would be Material.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitationthat is material and adverse, the Operating Partnership, considered (ii) except as one enterprise, whether or not arising disclosed in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no material transaction entered into by the Company or any of its subsidiaries taken as a whole and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries taken as a whole, other than transactions in the ordinary course of business, (v) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no obligation, direct or contingent, incurred by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as awhole, except obligations incurred in the ordinary course of business and (vi) except as disclosed in the General Disclosure Package and the Final Prospectus, neither the Company nor any of its subsidiaries has sustained any material loss or material interference with any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive Prospectus, since the end of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, period covered by the latest audited financial statements included therein (A) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitationCompany, the Operating PartnershipPartnership and their respective subsidiaries, considered taken as one enterprisea whole, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Company, the Operating Partnership and their respective subsidiaries, on any class of the capital stock, membership interest or other equity interest, as applicable, (C) there has been no material change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company, the Operating Partnership or any of their respective subsidiaries, (D) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Company, the Operating Partnership and their respective subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Company and its stocksubsidiaries, taken as a whole, incurred by the Company, the Operating Partnership and their respective subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Company, the Operating Partnership nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would have a Material Adverse Effect.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus Prospectus, (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), i) except as otherwise stated thereindisclosed in the Registration Statement, (A) the Time of Sale Prospectus and the Prospectus, there has been no material adverse change or nor any development or event involving a prospective material adverse change in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries and Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries and Affiliated Entities; and (iv) neither the Company nor any of its Subsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (3) acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (4) agreed to take any of the foregoing actions that would, in the case of any of clauses (1) through (4) above, have a Material Adverse Effect and that are not otherwise described in the Time of Sale Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (A) there has been no material adverse change change, or any development involving that could reasonably be expected to result in a prospective material adverse change change, in the operations, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs business, properties, management or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, nor any material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or business prospects of Alagasco such that the Company has the right to terminate its obligations to acquire Alagasco under the applicable acquisition agreement or to decline to consummate the acquisition of Alagasco as a result of such material adverse change (any such change or development described in this clause (A), a “Material Adverse Effect”), ; (B) there have been no transactions entered into by except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered taken as one enterprisea whole, (C) neither nor, to the Company nor Company’s knowledge, Alagasco with respect to itself, has incurred any of its subsidiaries has liability or obligation or entered into any transaction or agreement that, individually or incurred in the aggregate, is material, and neither the Company or undertaken any liabilities or obligationsof its subsidiaries nor, direct or contingent, in each case which are material to the Company Company’s knowledge, Alagasco has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, (C) except for agreementsregular quarterly cash dividends on the Common Stock in amounts per share that are consistent with past practice, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as date of which information is given the most recent financial statements of the Parent and the date of the most recent balance sheet of the Parent included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Final Offering Circular, except as otherwise stated thereindisclosed in the General Disclosure Package or the Final Offering Circular, (Ai) there has not been no any material change in the capital stock or membership interests, as applicable, short-term debt or long-term debt of the Parent or any of its subsidiaries, on the one hand, or JEH LLC and any of its subsidiaries, on the other hand, or any dividend or distribution of any kind (other than tax distributions under the limited liability company agreement of JEH LLC that are materially consistent with the disclosure related thereto contained in the General Disclosure Package and the Final Offering Circular) declared, set aside for payment, paid or made by the Parent or JEH LLC on any class of capital stock or membership interests, as applicable, or any material adverse change change, or any development involving a prospective material adverse change change, in or affecting the operationsbusiness, condition (properties, management, financial position, stockholders’ equity or otherwise), or in the earnings, business affairs or business prospects results of operations of the Company Parent, JEH LLC and its subsidiariestheir respective subsidiaries taken as a whole; (ii) none of the Parent, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company JEH LLC or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its their respective subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Parent, JEH LLC and their respective subsidiaries taken as a whole or incurred any liability or undertaken any liabilities or obligationsobligation, direct or contingent, that is material to the Parent, JEH LLC and their respective subsidiaries taken as a whole; and (iii) none of the Parent, JEH LLC or any of their respective subsidiaries has sustained any loss or interference with its business that is material to the Parent, JEH LLC and their respective subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockFinal Offering Circular.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementPreliminary Offering Memorandum, the General Disclosure Package and the Prospectus Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated stated, or incorporated by reference, therein, (Ai) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (Bii) there have been no transactions entered into by the Company or any of its subsidiaries subsidiaries, other than those that are in the ordinary course or contemplated under the transactions hereunder, which are material with respect to the Company and its subsidiaries considered as one enterprise, (Ciii) neither the Company nor any of its subsidiaries there has entered into any transaction been no obligation or agreement or incurred or undertaken any liabilities or obligationsliability, direct or contingentcontingent (including any off-balance sheet obligations) incurred by the Company or its subsidiaries, in each case which are is material to the Company and its subsidiaries, including without limitation the Operating Partnership, subsidiaries considered as one enterprise, except for agreements(iv) other than the issuance of Securities issued pursuant to the Equity Plans (as defined herein) or the forfeitures of Securities upon a vesting or exercise of any Awards (as defined herein) issued pursuant to the Equity Plans in full or partial payment of taxes or tax withholding obligations, transactions, liabilities or obligations which are described there have been no changes in the Registration Statementauthorized or outstanding capital stock of the Company or its subsidiaries, (v) there have been no material changes in the Disclosure Package and outstanding indebtedness of the ProspectusCompany, and (Dvi) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since (A) As of the date hereof, (1) Neither the Company nor any of its “significant subsidiaries” as such term is defined in Rule 1-02(w) of Regulation S-X (“Significant Subsidiaries”, all of which are listed on Schedule II hereof), has sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, (2) since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has not been no any change in the capital stock or long term debt of the Company or any of its Significant Subsidiaries or any material adverse change change, or any development involving a prospective material adverse change change, in or affecting the operationsgeneral affairs, condition (management, financial position, shareholders’ equity or otherwise), or in the earnings, business affairs or business prospects results of operations of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered Significant Subsidiaries taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”)) otherwise than as set forth or contemplated in the Pricing Prospectus, (B3) there have been no transactions entered into by the Company or any of its subsidiaries that other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Significant Subsidiaries considered as one enterprise, enterprise and (C4) neither the Company nor except for annual dividends on any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsthe Company’s common shares in amounts per share that are consistent with past practice, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock; (B) as of the date hereof, to the best knowledge of the Company, since the respective dates as of which information with respect to Helm Bank is given in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not been any Material Adverse Effect with respect to Helm Bank otherwise than as set forth or contemplated in the Pricing Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration StatementDecember 31, the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein2023, (Ai) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (except for any such material adverse change that is solely as a result of the execution and performance of this Agreement, and the discussions, negotiations and the transactions related thereto, including any actions by the Purchasers or their Affiliates) and there has not been any change, condition, effect, event, circumstance, occurrence, result, state of facts or development (each, an “Effect”) that, singly or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on (a) the business, condition (financial or otherwise), general affairs, management, assets, liabilities, operations, results of operations, earnings, prospects, properties, stockholders’ equity or financial performance of the Company or (b) the ability or legal authority of the Company to perform its obligations under and to consummate the transactions contemplated by this Agreement, including the issuance and sale of the Securities to be issued on the Closing Date (a “Material Adverse Effect”), (Bii) there have been no transactions entered into by the Company or any of its subsidiaries that subsidiaries, other than those in the ordinary course of business and except as contemplated in this Agreement, which are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Diii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iv) there has been no satisfaction or discharge of any material lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business, (v) there has been no wavier, not in the ordinary course of business, by the Company of a material right or a material debt owed to it, (vi) the Company has not sold any material assets, singly or in the aggregate, outside of the ordinary course of business, (vii) the Company has not made any material change in or material amendment to, modification of or wavier of any material right under, or termination of any material contract, (viii) the Company has not experienced the loss of services of any executive officer (as defined in Rule 405 under the 1933 Act) and (ix) there has not been any other event or condition that has had or would reasonably be expected to have a Material Adverse Effect. The Company has not taken any steps to seek protection pursuant to any bankruptcy law. The Company is not, as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at Closing, will not be Insolvent (as defined below). For the purposes of this Section 4.04, “Insolvent” means, with respect to the Company, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

No Material Adverse Change in Business. Since Except as disclosed in the Disclosure Package and the Final Offering Memorandum, since the date of the period covered by the latest financial statements included in the Disclosure Package and the Final Offering Memorandum, neither the Parent Guarantor nor any of its subsidiaries has (i) incurred, assumed or acquired any material liability (including contingent liability) or other obligation, (ii) received notice of any cancellation, termination, breach, violation or revocation of, or imposition or inclusion of additional conditions or requirements with respect to the Services and Right to Use Agreement, or received notice of any cancellation, termination, breach, violation or revocation of any Material Contract, or of any Debt Repayment Triggering Event, (iii) acquired or disposed of or agreed to acquire or dispose of any business or any other asset material to the Parent Guarantor and its subsidiaries taken as a whole, (iv) entered into a letter of intent or memorandum of understanding (or announced an intention to do so) relating to any matter identified in clauses (i) through (iii) above, or (v) sustained any material loss or interference with its business from fire, explosion or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and since the respective dates as of which information is given in the Registration StatementDisclosure Package and the Final Offering Memorandum, there has been no change, nor any development or event that would have a Material Adverse Effect. Except as disclosed in or contemplated by the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to Final Offering Memorandum, since the date of this Agreement), except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the operations, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into period covered by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, latest financial statements included in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the ProspectusFinal Offering Memorandum, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Parent Guarantor or the Issuer on any class of its stockauthorized shares and there has been no material adverse change in the authorized shares, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Parent Guarantor and its subsidiaries.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration StatementStatement and the Prospectus, since the Disclosure Package end of the period covered by the latest audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package Statement and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration StatementGeneral Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)whole that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseGeneral Disclosure Package, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) there has been no material transaction entered into, and there is no material transaction that is probable of being entered into, by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries, taken as a whole, from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus Prospectus, (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), i) except as otherwise stated thereindisclosed in the Registration Statement, (A) the Time of Sale Prospectus and the Prospectus, there has been no material adverse change or nor any development or event involving a prospective material adverse change in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries and Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries and Affiliated Entities; (iv) neither the Company nor any of its Subsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (3) acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (4) agreed to take any of the foregoing actions that would, in the case of any of clauses (1) through (4) above, have a Material Adverse Effect and that are not otherwise described in the Time of Sale Prospectus; and (v) neither the Company nor any of its Subsidiaries and Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change event or any development involving a prospective material adverse change in the operationsevents have occurred that, condition (financial or otherwise), individually or in the earningsaggregate, business affairs has had or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (would reasonably be expected to have a “Material Adverse Effect”Effect (as defined below), (B) the Company and its subsidiaries have conducted their respective businesses in all material respects in the ordinary course and consistent with prior practice, and there have been no transactions entered into by the Company or any of its subsidiaries that subsidiaries, other than transactions in the ordinary course of business and the transactions contemplated by the Agreement and Plan of Reorganization, dated as of November 28, 2017, by and between the Company and Integrity Bancshares, Inc. (the “Integrity”), which are material with respect to each of the Company and its subsidiaries or Integrity and its subsidiaries, each considered as one a separate consolidated enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreementspublicly disclosed regular dividends paid on the Common Stock in amounts per share that are consistent with past practice, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D1) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and, (2) to the Company’s knowledge, there has not been any dividend or distribution of any kind declared, paid or made by Integrity on any class of its capital stock, (D) neither the Company nor any of its subsidiaries has issued any capital stock or securities convertible into or exchangeable for capital stock, except for securities issued to the Company or pursuant to the Company’s existing shareholder-approved equity incentive plans and publicly disclosed regular dividends described in clause (C) above, (E) neither the Company nor any of its subsidiaries has incurred any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) including, without limitation, any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree that are not fully reflected or reserved against in the financial statements described in Section 1(a)(iv), except for liabilities or obligations that have arisen since such date in the ordinary and usual course of business and consistent with past practice and that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, and (F) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries, or any payment of or declaration to pay any dividends or any other distribution with respect to the Company, other than publicly disclosed regular dividends described in clause (C) above. For purposes of this Agreement, “Material Adverse Effect” means any fact, change, occurrence, event or circumstance that, individually or together with any other facts, changes, occurrences, events or circumstances, has or would reasonably be expected to have a material adverse effect on the business, business prospects, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated by this Agreement. As used in this paragraph, references to the Registration Statement, the General Disclosure Package and the Prospectus exclude any amendments or supplements thereto subsequent to the date of this Agreement.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus Prospectus, (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), i) except as otherwise stated thereindisclosed in the Registration Statement, (A) the Time of Sale Prospectus and the Prospectus, there has been no material adverse change or nor any development or event involving a prospective material adverse change in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries and Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries and Affiliated Entities, taken as a whole; (iv) neither the Company nor any of its Subsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (3) acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (4) agreed to take any of the foregoing actions that would, in the case of any of clauses (1) through (4) above, have a Material Adverse Effect and that are not otherwise described in the Time of Sale Prospectus; and (v) neither the Company nor any of its Subsidiaries and Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated thereinProspectus, (A) there has been no material adverse change event or any development involving a prospective material adverse change in the operationsevents have occurred that, condition (financial or otherwise), individually or in the earningsaggregate, business affairs has had or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (would reasonably be expected to have a “Material Adverse Effect”Effect (as defined below), (B) the Company and its subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with prior practice, and there have been no transactions entered into by the Company or any of its subsidiaries that or, to the knowledge of the Company, Xxxxxxxx or any of its subsidiaries, other than those in the ordinary course of business and the transactions contemplated by the Agreement and Plan of Reorganization, dated as of July 24, 2019, by and between the Company and Xxxxxxxx, and joined in by Xxxx Partners, Ltd. as the sole shareholder of Xxxxxxxx (the “Merger Agreement”), which are material with respect to each of the Company and its subsidiaries or Xxxxxxxx and its subsidiaries, each considered as one a separate consolidated enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and, to the Company’s knowledge, there has not been any dividend or distribution of any kind declared, paid or made by Xxxxxxxx on any class of its capital stock, (D) neither the Company nor any of its subsidiaries has incurred any liabilities, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquake, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that would have a Material Adverse Effect, or has entered into any transactions not in the ordinary course of business that are material to the Company and its subsidiaries taken as a whole and (E) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries. For purposes of this Agreement, “Material Adverse Effect” means any fact, change, occurrence, event or circumstance that, individually or together with any other facts, changes, occurrences, events or circumstances, has or would reasonably be expected to have a material adverse effect on the business, business prospects, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated by this Agreement. As used in this paragraph, references to the Registration Statement, the General Disclosure Package and the Prospectus exclude any amendments or supplements thereto subsequent to the date of this Agreement.

No Material Adverse Change in Business. None of the YieldCo Parties, 8point3 Operating Company, LLC, a Delaware limited liability company (“OpCo”) and the other direct and indirect subsidiaries of the Partnership (the “Subsidiaries” and collectively with the YieldCo Parties and OpCo, the “YieldCo Entities”) has sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, other than as set forth or contemplated in the Pricing Disclosure Package and the Prospectus and other than as would not reasonably be expected to have a Material Adverse Effect (as defined below) or materially interfere with or delay the consummation of this Agreement. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, there has not been (A) there has been no any change in the partnership or limited liability company interests, as applicable, of any of the YieldCo Entities, (B) any change in the long-term debt of any of the YieldCo Entities, (C) any material adverse change change, or any development involving a prospective material adverse change in or affecting the operations, condition (financial or otherwise), or in the management, earnings, business affairs or business prospects properties of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered YieldCo Entities taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprisebusiness, except for agreements, transactions, liabilities or obligations which are as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and Prospectus or (D) there has been no any dividend or distribution of any kind declared, paid or made by any YieldCo Entity, in each case other than as described in the Company on any class of its stockRegistration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since Except as otherwise disclosed therein, in each case of clauses (i) through (iii), since the respective dates as date of which information is given the most recent financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no not occurred any material adverse change or any development involving that would reasonably be expected to result in a prospective material adverse change in the operations, condition (financial or otherwise), or in the earningsresults of operations, business affairs or business prospects properties of the Company and its subsidiaries, includingtaken as a whole (in any such case, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (Cii) neither the Company nor any of its subsidiaries has incurred any liability or obligation or entered into any transaction or agreement that, individually or incurred or undertaken any liabilities or obligationsin the aggregate, direct or contingent, in each case which are is material with respect to the Company and its subsidiaries, including without limitation taken as a whole; and neither the Operating PartnershipCompany nor any of its subsidiaries has sustained any loss or interference with its business or operations (x) from fire, considered as one enterpriseexplosion, except for agreementsflood, transactionsearthquake or other natural disaster or calamity, liabilities whether or obligations which are described not covered by insurance, or (y) from any labor dispute or disturbance or court or governmental action, order or decree, in each case of clauses (x) and (y), that would reasonably be expected, individually or in the Registration Statementaggregate, the Disclosure Package and the Prospectus, to have a Material Adverse Effect; and (Diii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock; provided that, for the avoidance of doubt, (a) no action taken in connection with the Pre-Closing Transactions and (b) no declaration, payment or making of a dividend by Guild Mortgage Company to Guild Investors, LLC disclosed in the Registration Statement, the General Disclosure Package and the Prospectus disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, in each case, shall be deemed to constitute a dividend or distribution by the Company.

No Material Adverse Change in Business. Since Except as disclosed in the Disclosure Package and the Final Offering Memorandum, since the date of the period covered by the latest financial statements included in the Disclosure Package and the Final Offering Memorandum, neither the Issuer nor any of its subsidiaries has (i) incurred, assumed or acquired any material liability (including contingent liability) or other obligation, (ii) received notice of any cancellation, termination, breach, violation or revocation of, or imposition or inclusion of additional conditions or requirements with respect to the Services and Right to Use Agreement, or received notice of any cancellation, termination, breach, violation or revocation of any Material Contract, or of any Debt Repayment Triggering Event, (iii) acquired or disposed of or agreed to acquire or dispose of any business or any other asset material to the Issuer and its subsidiaries taken as a whole, (iv) entered into a letter of intent or memorandum of understanding (or announced an intention to do so) relating to any matter identified in clauses (i) through (iii) above, or (v) sustained any material loss or interference with its business from fire, explosion or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and since the respective dates as of which information is given in the Registration StatementDisclosure Package and the Final Offering Memorandum, there has been no change, nor any development or event that would have a Material Adverse Effect. Except as disclosed in or contemplated by the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Final Offering Memorandum, except as otherwise stated therein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the operations, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company Issuer on any class of its stockauthorised shares and there has been no material adverse change in the authorised shares, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Issuer and its subsidiaries.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole that is material and adverse (any such change being referred to herein as a “Material Adverse EffectChange”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) there has been no change in the capital stock (other than a change in the number of outstanding Shares due to the issuance of Shares upon the exercise of outstanding options or warrants or conversion of convertible securities, as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus), or any change in the short-term indebtedness, long-term indebtedness (other than as a result of the conversion of convertible securities, as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus), net current assets or net assets of the Company and its subsidiaries, or any issuance of options warrants, convertible securities or other rights to purchase the capital stock, of the Company or any of its subsidiaries and (iv) the Company has not sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance.

No Material Adverse Change in Business. Since Except as disclosed in or contemplated by the respective dates as Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus Final Prospectus: (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)whole that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development involving that could be expected to result in a prospective material adverse change in effect, (i) on the operationsgeneral affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”), (B) there has not been any change in the capital stock (other than the issuance of equity awards under equity incentive plans described in the Registration Statement, Pricing Disclosure Package and the Prospectus), short-term debt or long-term debt of the Company or any of the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseSubsidiaries, (C) neither the Company nor any of its subsidiaries has other than those entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsin the ordinary course of business, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating PartnershipSubsidiaries, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates [Except as of which information is given disclosed in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus,] since the end of the period covered by the latest audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the earningsresults of operations, business affairs or business prospects properties of the Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, indebtedness or net assets of the Company and its Subsidiaries and Consolidated Affiliated Entities; (iv) neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any business or any other material asset, or (D) agreed to take any of the foregoing actions; and (v) neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), or in the earnings, business affairs results of operations, business, properties or business prospects of the Company and its subsidiariesSubsidiaries and Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital or long-term indebtedness of the Company or in the Company’s relationships with NetEase; (iv) neither the Company nor any of its Subsidiaries and Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any material business or any other asset, or (D) agreed to take any of the foregoing actions, that would, in any of clauses (A) through (D) above, be material to the Company and its Subsidiaries and that are not otherwise described in the Registration Statement, the Pricing Prospectus and the Prospectus; and (v) neither the Company nor any of its Subsidiaries and Affiliated Entities has sustained any material loss or material interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since Except as disclosed in or contemplated by the respective dates as General Disclosure Package, since the end of which information is given the period covered by the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company Company, any Guarantor and its their respective subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company Company, or any Guarantor on any class of its capital stock, (iii) there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company, any Guarantor or any of their respective subsidiaries, (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company, any Guarantor or any of their respective subsidiaries other than transactions in the ordinary course of business, (v) there has been no obligation, direct or contingent, that is material to the Company, any Guarantor or any of their respective subsidiaries taken as a whole, incurred by the Company, any Guarantor or any of their respective subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company, any Guarantor, nor any of their respective subsidiaries has sustained any material loss or interference with its business from events of force majeure, including, but not limited to, fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in each of the General Disclosure Package and the Offering Memorandum.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated thereinProspectus, (Ai) there has not been no any change in the capital stock (“Capital Stock”) or long-term debt of the Company, the Operating Partnership or any of the Subsidiaries, or any material adverse change change, or any development involving a prospective material adverse change change, in or affecting the operationsbusiness, condition (properties, management, financial position, results of operations or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitationCompany, the Operating Partnership, considered Partnership and the Subsidiaries taken as one enterprise, whether or not arising in the ordinary course of business a whole (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (Cii) neither the Company Company, the Operating Partnership nor any of its subsidiaries the Subsidiaries has entered into any transaction or agreement that is material to the Company, the Operating Partnership and the Subsidiaries, taken as a whole other than the issuance of Common Stock pursuant to the exercise or vesting of any Awards (as defined herein) outstanding on the date hereof and issued pursuant to the Equity Plans (as defined herein), there have been no changes in the authorized or outstanding Capital Stock of the Company, the Operating Partnership and the Subsidiaries, taken as a whole or incurred any liability or undertaken any liabilities or obligationsobligation, direct or contingent, in each case which are that is material to the Company and its subsidiariesCompany, including without limitation the Operating Partnership, considered Partnership and the Subsidiaries taken as one enterprise, a whole; (iii) except for agreementsregular quarterly or monthly dividends on the Common Stock, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or the Operating Partnership on any class of Common Stock, preferred stock or other Capital Stock; and (iv) neither the Company, the Operating Partnership, nor any of the Subsidiaries has sustained any material loss or interference with its stockbusiness from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in each of the Registration Statement and the Prospectus.

No Material Adverse Change in Business. Since Subsequent to the respective dates as of which information is given in the Registration Statement, the Disclosure Package Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Disclosure Package, except as otherwise stated described therein, (Ai) there has not been no material adverse change any Material Adverse Effect; (ii) none of the Company, the Guarantors or any development involving a prospective material adverse change in the operationsof their respective Subsidiaries has sustained any loss or interference with its assets, condition businesses or properties (financial whether owned or otherwise)leased) from fire, explosion, earthquake, flood or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterpriseother calamity, whether or not arising covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree which would have a Material Adverse Effect; and (iii) since the date of the latest balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, none of the Company, the Guarantors or their respective Subsidiaries has (A) issued any securities, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, except for the issuance of shares of common stock pursuant to the Company’s pledges to the University of Texas at Arlington, (B) entered into any transaction or incurred any material liability or obligation, direct or contingent, that were not in the ordinary course of business or (a “Material Adverse Effect”), (BC) there have been no transactions entered into by the Company declared or paid any dividend or made any distribution on any shares of its subsidiaries that are material stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock, other than with respect to the Company and acquisition of shares of its subsidiaries considered as one enterprisecommon stock in connection with payment of taxes required in connection with the exercise of options for the purchase of common stock or the vesting of restricted stock; provided, however, that the foregoing clause (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material shall not apply to transactions solely between the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockGuarantors.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development involving that would reasonably be expected to result in a prospective material adverse change in effect, (i) on the operationsgeneral affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”), (B) there has not been any material change in the capital stock, of the Company or any of its Subsidiaries, or (1) any change in the short-term debt or long-term debt of the Company or any of the Subsidiaries, other than advances from the Federal Home Loan Bank of New York or borrowings from the Federal Reserve, or (2) any change in other indebtedness, other than routine changes in deposits, regular short-term draws on available lines of credit, and other changes that the Company considers to be insignificant in type or immaterial in amount, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseSubsidiaries, (C) neither whether or not in the Company nor any ordinary course of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsbusiness, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating PartnershipSubsidiaries, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood, outbreak of epidemic illness or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Final Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)whole that is material and adverse, (Bii) there have been no transactions entered into except as disclosed in or contemplated by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no material transaction entered into by the Company or any of its subsidiaries taken as a whole and there is no material transaction that is probable of being entered into by the Company or any of its subsidiaries taken as a whole, other than transactions in the ordinary course of business, (v) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no obligation, direct or contingent, incurred by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, except obligations incurred in the ordinary course of business and (vi) except as disclosed in the General Disclosure Package and the Final Prospectus, neither the Company nor any of its subsidiaries has sustained any material loss or material interference with any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement)Prospectus, except as otherwise stated therein, (A) there has been no material adverse change effect, or any development involving that would reasonably be expected to result in a prospective material adverse change in effect, (i) on the operationsgeneral affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or in the earningsresults of operations, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a “Material Adverse Effect”), (B) there has not been any change in the capital stock, long-term debt or short-term debt of the Company or any of the Subsidiaries, except changes in the deposits, Federal Home Loan Bank advances, repurchase agreements and federal fund purchases of Berkshire Bank (the “Bank”), in each case in the ordinary course of the Bank’s business consistent with past practice, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterpriseSubsidiaries, (C) neither whether or not in the Company nor any ordinary course of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligationsbusiness, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating PartnershipSubsidiaries, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockcapital stock or (E) there has been no material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, in each case, otherwise than as set forth or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Since the respective dates Except as of which information is given disclosed in the Registration StatementGeneral Disclosure Package, since the end of the period covered by the latest audited financial statements included in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiaries, includingtaken as a whole, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”)that is material and adverse, (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, other than: (a) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase as described in the General Disclosure Package and the Final Prospectus or (b) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right as described in the General Disclosure Package and the Final Prospectus, (iii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) there has not been any material transaction entered into or any material transaction that is probable of being entered into by the Company, other than transactions in the ordinary course of business and changes and transactions described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (v) there has not been any obligation, direct or contingent, which is material to the Company taken as a whole, incurred by the Company, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court of arbitrator or governmental or regulatory authority.

No Material Adverse Change in Business. Since the respective dates as end of which information is given the period covered by the latest audited financial statements included in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated therein, (Ai) there has been no material adverse change or change, nor any development or event involving a prospective material adverse change change, in the operations, condition (financial or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects of the Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, including, without limitation, the Operating Partnership, considered taken as one enterprise, whether or not arising in the ordinary course of business a whole; (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries that are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (Dii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Company on any class of its stockshare capital; (iii) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (iv) except as described in the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any business or any other material asset, or (D) agreed to take any of the foregoing actions; and (v) neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), except as otherwise stated thereinProspectus, (A) there has been no material adverse change or any development involving a prospective material adverse change in the operationscondition, condition (financial or otherwise), or in the earnings, business affairs or business prospects of the Company and its subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) pro forma for the Acquisition, there have has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business (a “Pro Forma Material Adverse Effect”); provided, that the foregoing representation, insofar as it relates to Shred-it, shall be deemed to be made to the knowledge of the Company based solely on the Company’s review of Shred-it to the date hereof in connection with the Acquisition (it being understood that this representation is not based upon any particular inquiry or investigation undertaken solely in connection with this Agreement), (C) there has been no transactions entered into by the Company or any of its subsidiaries that subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, (C) neither the Company nor any of its subsidiaries has entered into any transaction or agreement or incurred or undertaken any liabilities or obligations, direct or contingent, in each case which are material to the Company and its subsidiaries, including without limitation the Operating Partnership, considered as one enterprise, except for agreements, transactions, liabilities or obligations which are described in the Registration Statement, the Disclosure Package and the Prospectus, and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series of its capital stock or, except pursuant to the Company’s share buyback program disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock.