Common use of Notice and Effect of Material Events Clause in Contracts

Notice and Effect of Material Events. The Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership of information relating to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating Partnership, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership of information relating to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating Partnership, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership of information relating to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating Partnership, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, the Representative and confirm such notice in writing, of (x) any filing made prior to the completion of the placement of the Securities by the Operating Partnership of information relating Underwriters as evidenced by a notice from the Representative to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesCompany, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries considered as one enterprise which (i) make any statement in the Registration Statement, the General Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) are if not disclosed in the Registration Statement, the General Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. In such event or if during such If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representative or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriterssuch counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and file with the Commission, subject to Section 3(e3(b), such amendment, amendment or supplement or new registration statement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership Company will furnish to the Underwriters such number of copies of such amendment, amendment or supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or Statement, any other registration statement prospectus supplement relating to the Notes) Securities or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives and Representative and, subject to Section 3(j), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, the Representative and confirm such notice in writing, of (x) any filing made prior to the completion of the placement of the Securities by the Operating Partnership of information relating Underwriters as evidenced by a notice from the Representative to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesCompany, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries considered as one enterprise which (i) make any statement in the Registration Statement, the General Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) are if not disclosed in the Registration Statement, the General Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. In such event or if during such If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representative or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriterssuch counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus Prospectus or the Prospectus Pricing Disclosure Package in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and file with the Commission, subject to Section 3(e3(b), such amendment, amendment or supplement or new registration statement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership Company will furnish to the Underwriters such number of copies of such amendment, amendment or supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or Statement, any other registration statement prospectus supplement relating to the Notes) Securities or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Representative and, subject to Sections 3(j) and 3(k), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time during the period when a prospectus the Prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of under the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesAct, any material changes change, or event that would reasonably be expected to result in or affecting a material change, in the condition, financial or otherwise, or the earnings, earnings or business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries considered as one enterprise which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any the Company (or, prior to the completion of the Operating Partnership, its counseldistribution of the Securities as contemplated in this Agreement and in the Prospectus, the Company and the Underwriters or counsel for the Underwriters, to amend the Registration Statement or together determine that it is necessary) to amend or supplement (i) the Registration Statement in order that it not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the General Disclosure Package or the Prospectus Prospectus, as the case may be, in order that the same it not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser)then existing, the Operating Partnership shall forthwith Company will promptly amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may beapplicable, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as applicable (to be, prior to the case may be (completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus, in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as applicable, will not, in the case may beof the Registration Statement, shall include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or in the case of the General Disclosure Package or the Prospectus, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timethen existing, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the ProspectusProspectus Supplement. The Operating Partnership shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership of information relating to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus Supplement false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the ProspectusProspectus Supplement. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating Partnership, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package preliminary prospectus supplement or the Prospectus Supplement in order that the same preliminary prospectus supplement or the Prospectus Supplement not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package preliminary prospectus supplement or the ProspectusProspectus Supplement, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package Statement or the Prospectuspreliminary prospectus supplement or the Prospectus Supplement, as the case may be be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package Statement or the Prospectuspreliminary prospectus supplement or the Prospectus Supplement, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statementtherein, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus supplement or the Prospectus Supplement in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus supplement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus supplement to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and Act, the 1934 Act Regulations and Regulations, the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriters, the Company will immediately notify each Underwriterthe Representative, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Prospectus false or misleading or (ii) which is not disclosed in the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representative or counsel for to the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representative or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or to comply with effect such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably requestcompliance. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Prospectus. The Operating Partnership Company shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company, the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), the Operating Partnership Company shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership Company will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the NotesSecurities) and the Operating Partnership Company will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the NotesSecurities) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and Act, the 1934 Act Regulations and Regulations, the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriters, the Company will immediately notify each Underwriterthe Representative, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Registration Statement, the Disclosure Package or the Prospectus false or misleading or (ii) which is not disclosed in the Registration Statement, the Disclosure Package or the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representative or counsel for to the Underwriters, to amend or supplement the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers not misleading, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representative or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the any preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement such preliminary prospectus or the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or effect such compliance, and the Company will furnish to comply with each Underwriter such requirements, the Operating Partnership will use its best efforts to have number of written and electronic copies of such amendment or new registration statement declared effective supplement as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership of information relating to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating Partnership, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, Statement or the General Disclosure Package or the Prospectus, as the case may be be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriterthe Underwriters, and confirm such notice in writing, of (xi) any filing made by the Operating Partnership Company of information relating to the offering of the Notes with any securities exchange or any other securities regulatory body in the United States or any other jurisdiction, (ii) the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of the Registration Statement, qualification or exemption from qualification of the Securities for offering or sale in any jurisdiction designated by the Representatives pursuant to Section 3(d) hereof, or the initiation of any proceeding by the Commission or any state securities commission or any other federal or state regulatory authority for such purpose or pursuant to Section 8A of the Act and (yiii) at any time when a prospectus is required by the 1933 Act happening, during the period referred to be delivered (or but for Rule 172 in Section 3(c)(iii) hereof, of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes change or any development involving a prospective material change in or affecting the condition, financial or otherwise, or in the earnings, results of operations or business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries which (iA) make any statement in the Registration Statement, the General Disclosure Package Time of Sale Information, Recorded Road Show or the Prospectus false or misleading in any material respect or (iiB) are if not disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus, would constitute a material omission therefrom. In such event event, or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package Registration Statement, Time of Sale Information or the Prospectus in order that the same Registration Statement, Time of Sale Information, Recorded Road Show or the Prospectus not include any untrue statement of a material fact or that the Registration Statement, Time of Sale Information or the Prospectus not omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser)then existing, the Operating Partnership shall Company and the Guarantor will forthwith amend or supplement the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus, as the case may be, Prospectus by preparing and furnishing to each Underwriter the Underwriters an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus, as the case may be Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package Time of Sale Information, Recorded Road Show or the Prospectus, as the case may be, shall Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of that, as so amended or supplemented, the Registration Statement, in the light Time of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus Sale Information or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timethen existing, not misleading. The Company and the Guarantor shall use their best efforts to prevent the issuance of any stop order or order suspending the effectiveness of the Registration Statement or the qualification or exemption of the Securities by the Commission or under any federal or state securities or “blue sky” laws and, if at any time the Commission or any state securities commission or other federal or state regulatory authority shall issue an order suspending the effectiveness of the Registration Statement or the qualification or exemption of the Securities under any federal or state securities or “blue sky” laws, the Operating Partnership will promptly notify Company and the Representatives and will promptly amend Guarantor shall use their best efforts to obtain the withdrawal or supplement, lifting of such order at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omissionthe earliest possible time.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and Act, the 1934 Act Regulations and Regulations, the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriters, the Company will immediately notify each Underwriterthe Representative, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Registration Statement, the Disclosure Package or the Prospectus false or misleading or (ii) which is not disclosed in the Registration Statement, the Disclosure Package or the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representative or counsel for to the Underwriters, to amend or supplement the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, not misleading it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representative or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the any preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement such preliminary prospectus or the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or effect such compliance, and the Company will furnish to comply with each Underwriter such requirements, the Operating Partnership will use its best efforts to have number of written and electronic copies of such amendment or new registration statement declared effective supplement as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and Act, the 1934 Act Regulations and Regulations, the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriter, the Company will immediately notify each the Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Prospectus false or misleading or (ii) which is not disclosed in the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Underwriter or counsel for to the UnderwritersUnderwriter, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Underwriter or counsel to the UnderwritersUnderwriter, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or to comply with effect such requirementscompliance, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership Company will furnish to the Underwriters Underwriter such number of written and electronic copies of such amendment, amendment or supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Underwriter and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Depositary Shares as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Depositary Shares by the Underwriters, the Company will immediately notify each Underwriterthe Representatives, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Registration Statement, the Disclosure Package or the Prospectus false or misleading or (ii) which is not disclosed in the Registration Statement, the Disclosure Package or the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representatives or counsel for to the Underwriters, to amend or supplement the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representatives or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the any preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare notify the Representatives of such event or condition and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement any preliminary prospectus or the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or effect such compliance, and the Company will furnish to comply with each Underwriter such requirements, the Operating Partnership will use its best efforts to have number of written and electronic copies of such amendment or new registration statement declared effective supplement as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives of such event and condition and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and Act, the 1934 Act Regulations and Regulations, the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriters, the Company will immediately notify each Underwriterthe Representative, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Prospectus false or misleading or (ii) which is not disclosed in the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representative or counsel for to the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representative or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or effect such compliance, and the Company will furnish to comply with each Underwriter such requirements, the Operating Partnership will use its best efforts to have number of written and electronic copies of such amendment or new registration statement declared effective supplement as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Each of the Offerors will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and Act, the 1934 Act Regulations and Regulations, the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriters, the Offerors will immediately notify each Underwriterthe Representative, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Offerors of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Effect, which (i) makes any statement in the Prospectus false or misleading or (ii) which is not disclosed in the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipOfferors, its their counsel, the Underwriters Representative or counsel for to the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Offerors, their counsel, the Representative or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Offerors will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or to comply with effect such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably requestcompliance. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Offerors will promptly notify the Representatives Representative and will promptly amend or supplement, at its the Company's own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, the Representatives and confirm such notice in writing, of (x) any filing made prior to the completion of the placement of the Securities by the Operating Partnership of information relating Underwriters as evidenced by a notice from the Representatives to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesCompany, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries considered as one enterprise which (i) make any statement in the Registration Statement, the General Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) are if not disclosed in the Registration Statement, the General Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. In such event or if during such If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representatives or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriterssuch counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and file with the Commission, subject to Section 3(e3(b), such amendment, amendment or supplement or new registration statement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership Company will furnish to the Underwriters such number of copies of such amendment, amendment or supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or Statement, any other registration statement prospectus supplement relating to the Notes) Securities or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives and and, subject to Section 3(j), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and Act, the 1934 Act Regulations and Regulations, the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriters, the Company will immediately notify each Underwriterthe Representative, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Effect, which (i) makes any statement in the Prospectus false or misleading or (ii) which is not disclosed in the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representative or counsel for to the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representative or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or to comply with effect such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably requestcompliance. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriterthe Underwriters, and confirm such notice in writing, of (xi) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Shares with any securities exchange or any other securities regulatory body in the United States or any other jurisdiction, (ii) the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of the Registration Statement or the qualification or exemption from qualification of the Shares for offering or sale in any jurisdiction designated by the Representatives pursuant to Section 3(d) hereof, or the initiation of any proceeding by the Commission or any state securities commission or any other federal or state regulatory author- ity for such purpose and (yiii) at any time when a prospectus is required by the 1933 Act happening, during the period referred to be delivered (or but for Rule 172 in Section 3(c)(iii) hereof, of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes change or any development involving a prospective material change in or affecting the condition, financial or otherwise, or in the earnings, results of operations or business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries which (iA) make any statement in the Registration Statement, the General Disclosure Package Statement or the Prospectus false or misleading in any material respect or (iiB) are if not disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus, would constitute a material omission therefrom. In such event event, or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters or counsel for the Underwriters, to amend or supplement the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Registration Statement or the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser)then existing, the Operating Partnership shall Company will forthwith amend or supplement the Registration Statement, the General Disclosure Package Statement or the Prospectus, as the case may be, Prospectus by preparing and furnishing to each Underwriter the Underwriters an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package Statement or the Prospectus, as the case may be Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package Statement or the Prospectus, as the case may be, shall Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timethen existing, not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the effectiveness of the Registration Statement or the qualification or exemption of the Shares by the Commission or under any federal or state securities or “blue sky” laws and, if at any time the Commission or any state securities commission or other federal or state regulatory authority shall issue an order suspending the effectiveness of the Registration Statement or the qualification or exemption of the Shares under any federal or state securities or “blue sky” laws, the Operating Partnership will promptly notify Company shall use its best efforts to obtain the Representatives and will promptly amend withdrawal or supplement, lifting of such order at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omissionthe earliest possible time.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriters, the Company will immediately notify each Underwriterthe Representatives, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Registration Statement, the Disclosure Package or the Prospectus false or misleading or (ii) which is not disclosed in the Registration Statement, the Disclosure Package or the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur or condition shall exists as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representatives or counsel for to the Underwriters, to amend or supplement the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representatives or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the any preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement such preliminary prospectus or the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or effect such compliance, and the Company will furnish to comply with each Underwriter such requirements, the Operating Partnership will use its best efforts to have number of written and electronic copies of such amendment or new registration statement declared effective supplement as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, Regulations and the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes Shares as contemplated in this Agreement and in the Registration Statement and the Prospectus. The Operating Partnership Company shall immediately notify each Underwriterthe Underwriters, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Shares with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus the Prospectus is required by the 1933 Act or the 1934 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesShares, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which Company (i) make any statement in the Registration Statement, the General Disclosure Package Statement or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Registration Statement will not include any contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, not misleading in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), not misleading. In addition, or if it shall be necessary, in the reasonable opinion of counsel to the Underwriterssuch counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and file with the Commission, subject to Section 3(e3(d), such amendment, amendment or supplement or new registration statement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership Company will furnish to the Underwriters and counsel for the Underwriters, without charge, such number of copies of such amendment, amendment or supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriterthe Underwriters, and confirm such notice in writing, of (xi) any filing made by the Operating Partnership Company of information relating to the offering of the Notes with any securities exchange or any other securities regulatory body in the United States or any other jurisdiction, (ii) the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of the Registration Statement, qualification or exemption from qualification of the Notes for offering or sale in any jurisdiction designated by the Representatives pursuant to Section 3(d) hereof, or the initiation of any proceeding by the Commission or any state securities commission or any other federal or state regulatory authority for such purpose or pursuant to Section 8A of the Act and (yiii) at any time when a prospectus is required by the 1933 Act happening, during the period referred to be delivered (or but for Rule 172 in Section 3(c)(iii) hereof, of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes change or any development involving a prospective material change in or affecting the condition, financial or otherwise, or in the earnings, results of operations or business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries which (iA) make any statement in the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus false or misleading in any material respect or (iiB) are if not disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus, would constitute a material omission therefrom. In such event event, or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package Registration Statement, Time of Sale Information or the Prospectus in order that the same Registration Statement, Time of Sale Information or the Prospectus not include any untrue statement of a material fact or that the Registration Statement, Time of Sale Information or the Prospectus not omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser)then existing, the Operating Partnership shall Company will forthwith amend or supplement the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus, as the case may be, Prospectus by preparing and furnishing to each Underwriter the Underwriters an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus, as the case may be Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package Time of Sale Information or the Prospectus, as the case may be, shall Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of that, as so amended or supplemented, the Registration Statement, in the light Time of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus Sale Information or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timethen existing, not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the effectiveness of the Registration Statement or the qualification or exemption of the Notes by the Commission or under any federal or state securities or “blue sky” laws and, if at any time the Commission or any state securities commission or other federal or state regulatory authority shall issue an order suspending the effectiveness of the Registration Statement or the qualification or exemption of the Notes under any federal or state securities or “blue sky” laws, the Operating Partnership will promptly notify Company shall use its best efforts to obtain the Representatives and will promptly amend withdrawal or supplement, lifting of such order at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omissionthe earliest possible time.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Prospectus. The Operating Partnership Company shall immediately notify each the Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company, the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating Partnership, Company or its counsel, the Underwriters Underwriter or counsel for the Underwriters, Underwriter or the Selling Shareholder or counsel for the Selling Shareholder to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), the Operating Partnership Company shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each the Underwriter and the Selling Shareholder an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be be, (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), Underwriter and counsel for the Selling Shareholder) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to for the UnderwritersUnderwriter or counsel for the Selling Shareholder, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and file with the Commission, subject to Section 3(e3(i)(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership Company will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the NotesSecurities) and the Operating Partnership Company will furnish to the Underwriters Underwriter and the Selling Shareholder such number of copies of such amendment, supplement or new registration statement as the Underwriters Underwriter and the Selling Shareholder may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the NotesSecurities) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Underwriter and the Selling Shareholder and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, the Underwriter and confirm such notice in writing, of (x) any filing made prior to the completion of the placement of the Securities by the Operating Partnership of information relating Underwriter as evidenced by a notice from the Underwriter to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesCompany, any material changes in or affecting the condition, financial or otherwise, or the earningsresults of operations, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries considered as one enterprise which (i) make any statement in the Registration Statement, the General Pricing Disclosure Package or the Prospectus false or misleading in any material respect or (ii) are if not disclosed in the Registration Statement, the General Pricing Disclosure Package or the Prospectus would constitute a material omission therefrom. The Company will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. In such event or if during such If at any time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Underwriter or counsel for the UnderwritersUnderwriter, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriterssuch counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and file with the Commission, subject to Section 3(e3(b), such amendment, amendment or supplement or new registration statement as may be necessary to correct such statement or omission or to make the Registration Statement, such new registration statement or the Prospectus comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership Company will furnish to the Underwriters Underwriter such number of copies of such amendment, amendment or supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or Statement, any other registration statement prospectus supplement relating to the Notes) Securities or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives and Underwriter and, subject to Section 3(j), will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, Regulations and the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Prospectus. The Operating Partnership Company shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating PartnershipCompany, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may beapplicable, is delivered to a purchaser), the Operating Partnership Company shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may beapplicable, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be applicable (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may beapplicable, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may beapplicable, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership Company will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the NotesSecurities) and the Operating Partnership Company will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the NotesSecurities) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Shares as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Shares by the Underwriters and the last Delivery Date, the Company will immediately notify each Underwriterthe Representatives, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Shares with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Registration Statement, the Disclosure Package or the Prospectus false or misleading or (ii) which is not disclosed in the Registration Statement, the Disclosure Package or the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesShares, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representatives or counsel for to the Underwriters, to amend or supplement the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representatives or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the any preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare notify the Representatives of such event or condition and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement any preliminary prospectus or the CommissionProspectus, subject to Section 3(e5(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or effect such compliance, and the Company will furnish to comply with each Underwriter such requirements, the Operating Partnership will use its best efforts to have number of written and electronic copies of such amendment or new registration statement declared effective supplement as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives of such event and condition and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and Act, the 1933 Act Regulations, the 1934 Act and Act, the 1934 Act Regulations and Regulations, the 1939 Act and the 1939 Act Regulations Regulations, as applicable, so as to permit the completion of the distribution of the Notes Securities as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. The Operating Partnership shall Prior to the completion of the distribution of the Securities by the Underwriters, the Company will immediately notify each Underwriterthe Representative, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdictionStates, and (y) any event or condition that results or is reasonably likely to result in a Material Adverse Change, which (i) makes any statement in the Registration Statement, the Disclosure Package or the Prospectus false or misleading or (ii) which is not disclosed in the Registration Statement, the Disclosure Package or the Prospectus. If, at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesSecurities, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur or condition shall exists as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters Representative or counsel for to the Underwriters, to amend or supplement the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments ofpurchasers, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel if for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if any other reason it shall be necessary, in the reasonable opinion of the Company, its counsel, the Representative or counsel to the Underwriters, at any during such time period to amend the Registration Statement or to file a new registration statement or to amend or supplement the any preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership Company will promptly prepare and forthwith amend the Registration Statement, file with such registration statement and/or amend or supplement such preliminary prospectus or the CommissionProspectus, subject to Section 3(e), such amendment, supplement or new registration statement so as may be necessary to correct such untrue statement or omission or effect such compliance, and the Company will furnish to comply with each Underwriter such requirements, the Operating Partnership will use its best efforts to have number of written and electronic copies of such amendment or new registration statement declared effective supplement as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters Underwriter may reasonably request. If at any time following the Applicable Time or at any time following the issuance of an Issuer Free Writing Prospectus there occurred Prospectus, any event shall occur or occurs an event or development condition shall exist as a result of which the Disclosure Package or such Issuer Free Writing Prospectus Prospectus, individually or together with other information that is part of the Disclosure Package, as the case may be, conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership Company will promptly notify the Representatives Representative and will promptly amend or supplement, at its the Company’s own expense, the Disclosure Package or such Issuer Free Writing Prospectus or preliminary prospectus Prospectus, as the case may be, to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership will comply with the 1933 Act and the 1933 Act Regulationsrules and regulations of the Commission thereunder, the 1934 Act and the 1934 Act Regulations rules and regulations of the Commission thereunder and the 1939 Act and the 1939 Act Regulations rules and regulations of the Commission thereunder so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership of information relating to the offering of the Notes with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) If at any time when a prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes in or affecting the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of any of counsel for the Underwriters or for the Operating Partnership, its counsel, the Underwriters or counsel for the Underwriters, to amend the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, it is delivered to a purchaser), the Operating Partnership shall forthwith amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriterssuch counsel, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulationsrules and regulations thereunder, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e)5(a) hereof, such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters Representatives may reasonably request. If at any If, during the time when a prospectus is required by the 1933 Act to be delivered in connection with sales of the Notes and following issuance of an Issuer Free Writing Prospectus Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriterthe Underwriters, and confirm such notice in writing, of (xi) any filing made by the Operating Partnership Company of information relating to the offering of the Notes with any securities exchange or any other securities regulatory body in the United States or any other jurisdiction, (ii) the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of the Registration Statement, qualification or exemption from qualification of the Securities for offering or sale in any jurisdiction designated by the Representatives pursuant to Section 3(d) hereof, or the initiation of any proceeding by the Commission or any state securities commission or any other federal or state regulatory authority for such purpose and (yiii) at any time when a prospectus is required by the 1933 Act happening, during the period referred to be delivered (or but for Rule 172 in Section 3(c)(iii) hereof, of the 1933 Act Regulations would be required to be delivered) in connection with sales of the Notes, any material changes change or any development involving a prospective material change in or affecting the condition, financial or otherwise, or in the earnings, results of operations or business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries which (iA) make any statement in the Registration Statement, the General Disclosure Package Statement or the Prospectus false or misleading in any material respect or (iiB) are if not disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus, would constitute a material omission therefrom. In such event event, or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any of the Operating PartnershipCompany, its counsel, the Underwriters or counsel for the Underwriters, to amend or supplement the Registration Statement or to amend or supplement the General Disclosure Package or the Prospectus in order that the same Registration Statement or the Prospectus not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser)then existing, the Operating Partnership shall Company and the Guarantors will forthwith amend or supplement the Registration Statement, the General Disclosure Package Statement or the Prospectus, as the case may be, Prospectus by preparing and furnishing to each Underwriter the Underwriters an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package Statement or the Prospectus, as the case may be Prospectus (in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), ) so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package Statement or the Prospectus, as the case may be, shall Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timethen existing, not misleading. The Company and the Guarantors shall use their best efforts to prevent the issuance of any stop order or order suspending the effectiveness of the Registration Statement or the qualification or exemption of the Securities by the Commission or under any federal or state securities or “blue sky” laws and, if at any time the Commission or any state securities commission or other federal or state regulatory authority shall issue an order suspending the effectiveness of the Registration Statement or the qualification or exemption of the Securities under any federal or state securities or “blue sky” laws, the Operating Partnership will promptly notify Company and the Representatives and will promptly amend Guarantors shall use their best efforts to obtain the withdrawal or supplement, lifting of such order at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omissionthe earliest possible time.

Notice and Effect of Material Events. The Operating Partnership Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Operating Partnership shall immediately notify each Underwriter, and confirm such notice in writing, of (x) any filing made by the Operating Partnership Company of information relating to the offering of the Notes Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) at any time during the period when a prospectus the Prospectus is required by the 1933 Act to be delivered (or but for Rule 172 of under the 1933 Act Regulations would be required to be delivered) in connection with sales of the NotesAct, any material changes change, or event that would reasonably be expected to result in or affecting a material change, in the condition, financial or otherwise, or the earnings, earnings or business affairs or business prospects of the Operating Partnership, any other Simon Entity or any Property Partnership Company and its subsidiaries considered as one enterprise which (i) make any statement in the Registration Statement, the General Disclosure Package or the Prospectus false or misleading or (ii) are not disclosed in the Registration Statement, the General Disclosure Package or the Prospectus. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of any the Company (or, prior to the completion of the Operating Partnership, its counseldistribution of the Securities as contemplated in this Agreement and in the Prospectus, the Company and the Underwriters or counsel for the Underwriters, to amend the Registration Statement or together determine that it is necessary) to amend or supplement (A) the Registration Statement in order that it not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (B) the General Disclosure Package or the Prospectus Prospectus, as the case may be, in order that the same it not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser)then existing, the Operating Partnership shall forthwith Company will promptly amend or supplement the Registration Statement, the General Disclosure Package or the Prospectus, as the case may beapplicable, by preparing and furnishing to each Underwriter an amendment or amendments of, or a supplement or supplements to, the Registration Statement, the General Disclosure Package or the Prospectus, as applicable (to be, prior to the case may be (completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus, in form and substance satisfactory in the reasonable opinion of counsel for the Underwriters), so that, as so amended or supplemented, the Registration Statement, the General Disclosure Package or the Prospectus, as applicable, will not, in the case may beof the Registration Statement, shall include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or in the case of the General Disclosure Package or the Prospectus, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances existing at the time the General Disclosure Package or the Prospectus, as the case may be, is delivered to a purchaser), not misleading. In addition, if it shall be necessary, in the opinion of counsel to the Underwriters, at any such time to amend the Registration Statement or to file a new registration statement or amend or supplement the preliminary prospectus or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Operating Partnership will promptly prepare and file with the Commission, subject to Section 3(e), such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, the Operating Partnership will use its best efforts to have such amendment or new registration statement declared effective as soon as practicable (if it is not an automatic shelf registration statement with respect to the Notes) and the Operating Partnership will furnish to the Underwriters such number of copies of such amendment, supplement or new registration statement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Notes) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent timethen existing, not misleading, the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus or preliminary prospectus to eliminate or correct such conflict, untrue statement or omission.