Common use of Termination; General Clause in Contracts

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageTime of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations or general business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the international financial markets or the financial markets in the United States or the international financial marketsThe Netherlands, or any outbreak of hostilities or escalation thereof affecting the United States or The Netherlands or other calamity or crisis crisis, or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make itis, in the judgment of the RepresentativesRepresentatives (after a discussion with the Company to the extent practicable), so material and adverse as to make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the SecuritiesSecurities on the terms and in the manner contemplated in the Time of Sale Prospectus exclusive of any amendment or supplement thereto, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or the Nasdaq Global MarketEuronext Amsterdam, or if trading generally on the NYSE American or Stock Exchange, the New York Stock Exchange or in Exchange, the Nasdaq Global Market National Market, Euronext Amsterdam or the London Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California New York, or New York authorities, Netherlands authorities or (v) if since the date of this Agreement, there has occurred a downgrading change or an official announcement by a competent authority of a forthcoming change in Dutch taxation materially adversely affecting the rating assigned to Company or the Securities, any class imposition of exchange controls by the United States or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesThe Netherlands.

Termination; General. The Representatives Chase Purchasers may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackagePreference Offering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, the Republic of Poland or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or in Polish taxation affecting the Company or any subsidiary thereof or the transactions contemplated by the Preference Offering Memorandum, or currency exchange rates for the U.S. dollar into the Polish Zloty or exchange controls applicable to the U.S. dollar or the Polish Zloty, in each case the effect of which is such as to make it, in the judgment of the RepresentativesChase Purchasers, impracticable or inadvisable to market the Preference Securities or to enforce contracts for the sale of the Preference Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or Stock Exchange, the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either FederalPolish, California United States Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects earnings or business prospects affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred after the date hereof and prior to the Closing Time any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the CommissionCommission or the New York Stock Exchange, or if trading generally on the NYSE Amex Equities or the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since the date of this Agreement, there a material disruption has occurred a downgrading in securities settlement or clearance services in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesUnited States.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects earnings or business prospects affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has occurred after the date hereof and prior to the Closing Time any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since the date of this Agreement, there a material disruption has occurred a downgrading in securities settlement or clearance services in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesUnited States.

Termination; General. The Representatives Ladenburg may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time if (ix) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the earlier respective dates as of which information is given in the Prospectus Registration Statement and the Prospectus, there has been any material adverse change or the General Disclosure Package, any development involving a prospective material adverse change in the conditionbusiness, properties, management, financial condition or otherwise, or in the earnings, business affairs, financial prospects or business prospects results of operation of the Company and its subsidiaries considered as one enterpriseCompany, whether the Adviser or not arising in the ordinary course of businessBDC Partners, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionswhich would, in each case the effect of which is such as to Ladenburg’s judgment, make it, in the judgment of the Representatives, it impracticable or inadvisable to market the Securities or to enforce contracts for proceed with the sale of the SecuritiesPlacement Securities on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (iiiy) if there shall have occurred: (i) a suspension or material limitation in trading in any securities of the Company has been suspended or limited by the Commission, generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Stock Market, ; (ii) a suspension or if material limitation in trading generally in the Company’s securities on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended Select Market; (iii) a general moratorium on commercial banking activities declared by either federal or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, New York State authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or ; (iv) if an outbreak or escalation of hostilities or acts of terrorism involving the United States or a banking moratorium has been declared declaration by either Federal, California the United States of a national emergency or New York authorities, war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if since the date effect of this Agreementany such event specified in clause (iv) or (v) in Ladenburg’s judgment makes it impracticable or inadvisable to proceed with the sale of the Placement Securities on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (z) there has shall have occurred a any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating assigned to accorded any securities of or guaranteed by the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities Company by any “nationally recognized securities statistical rating agency, or any such securities rating agency has publicly announced organization,” as that it has term is defined in Rule 436(g)(2) under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesSecurities Act.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (and, if any Option Securities are to be purchased on a Date of Delivery which occurs after the Closing Time, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company, at any time on or prior to such Date of Delivery) (i) if in the reasonable judgment of the Representatives, Representatives there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects earnings or business prospects affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has occurred after the date hereof and prior to the Closing Time any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the CommissionCommission or the New York Stock Exchange, or if trading generally on the NYSE MKT or the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since the date of this Agreement, there a material disruption has occurred a downgrading in securities settlement or clearance services in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesUnited States.

Termination; General. The Representatives This Agreement may terminate this Agreementbe terminated in the absolute discretion of the Representatives, by notice to the Company, at any time at or prior to the Closing Time if: (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Prospectus, any loss sustained by the Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the General Disclosure Packageconduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, or (ii) if trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market or in the over-the-counter market, or trading in any securities of the Company or OGE Energy Corp. on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or state authorities or there has is a material disruption in securities settlement or clearance services in the United States, (iv) since the time of the execution of this Agreement, the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, (v) there shall have occurred any calamity or crisis or such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such shall be such) as to make it, in the judgment of the Representatives, Representatives impracticable or inadvisable to market proceed with the Securities public offering, sale or to enforce contracts for the sale delivery of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally Senior Notes being delivered at such Closing Time on the NYSE American or the New York Stock Exchange or terms and in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, manner contemplated by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading the Time of Sale Information and in the rating assigned to Prospectus or (vi) the Securities, representations in Section 1(a)(ii) are incorrect in any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesrespect.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects earnings or business prospects affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or any developments involving a prospective material adverse change of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred after the date hereof and prior to the Closing Time any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the CommissionCommission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. This Agreement (excluding the applicable Terms Agreement) may be terminated for any reason at any time by the Company or by you upon the giving of 30 days' written notice of such termination to the other party hereto. The Representatives Underwriters may also terminate this the applicable Terms Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this such Terms Agreement or since the respective dates as of which information is given in the Prospectus or (excluding any documents incorporated therein by reference pursuant to the General Disclosure Package1934 Act after the execution of the applicable Terms Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Underwritten Securities or to enforce contracts for the sale of the Underwritten Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges exchange or by such system or by order of the Commission, the FINRA NASD or any other governmental authorityauthority having jurisdiction, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (vvi) if since the date of this Agreement, there has occurred a downgrading in Preferred Shares or Depositary Shares are being offered and the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities statistical rating agencyorganization to any preferred stock of the Company, including such Preferred Shares or Depositary Shares, as the case may be, as of the date of the applicable Terms Agreement shall have been lowered or withdrawn since such date or if any such securities rating agency has organization shall have publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction placed any such preferred stock of the Company on what is commonly termed a "watch list" for possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesdowngrading.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Final Prospectuses or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or Canada, or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national United States, Canadian or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Qualifying Authorities, any other securities commission or securities regulatory authority in Canada or the Toronto Stock Exchange or the Nasdaq Global MarketNew York Stock Exchange, or if trading generally on the NYSE American or the New York Stock Exchange, the Toronto Stock Exchange or in the Nasdaq Global Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Qualifying Authorities, any other securities commission or securities regulatory authority in Canada, the Financial Industry Regulatory Authority, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or Canada, or (ivv) if a banking moratorium has been declared by either FederalUnited States federal, California or New York state or Canadian federal or Alberta provincial authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any material adverse change not contemplated by the Prospectus (as it exists on the date hereof) in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which, in your judgment, materially impairs the investment quality of the Securities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market offer, sell or deliver the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system the New York Stock Exchange or by order of the Commission, the FINRA Financial Industry Regulatory Authority, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California or New York or Washington authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American MKT or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, Stock or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives This Agreement may terminate this Agreementbe terminated in the absolute discretion of the Representatives, by notice to the Company, at any time at or prior to the Closing Time if: (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Prospectus, any loss sustained by the Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the General Disclosure Packageconduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, or (ii) if trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the Nasdaq National Market or in the over-the-counter market, or trading in any securities of the Company or OGE Energy Corp. on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or state authorities or there has is a material disruption in securities settlement or clearance services in the United States, (iv) since the time of the execution of this Agreement, the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, (v) there shall have occurred any calamity or crisis or such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such shall be such) as to make it, in the judgment of the Representatives, Representatives impracticable or inadvisable to market proceed with the Securities public offering, sale or to enforce contracts for the sale delivery of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally Senior Notes being delivered at such Closing Time on the NYSE American or the New York Stock Exchange or terms and in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, manner contemplated by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading the Time of Sale Information and in the rating assigned to Prospectus or (vi) the Securities, representations in Section 1(a)(ii) are incorrect in any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesrespect.

Termination; General. The Representatives This Agreement may terminate this Agreementbe terminated in the absolute discretion of the Representatives, by notice to the Company, at any time at or prior to the Closing Time if: (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Prospectus, any loss sustained by the Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the General Disclosure Packageconduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, or (ii) if trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market or in the over-the-counter market, or trading in any securities of the Company or any subsidiary on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or state authorities or there has is a material disruption in securities settlement or clearance services in the United States, (iv) since the time of the execution of this Agreement, the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, (v) there shall have occurred any calamity or crisis or such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such shall be such) as to make it, in the judgment of the Representatives, Representatives impracticable or inadvisable to market proceed with the Securities public offering, sale or to enforce contracts for the sale delivery of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally Senior Notes being delivered at such Closing Time on the NYSE American or the New York Stock Exchange or terms and in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, manner contemplated by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading the Time of Sale Information and in the rating assigned to Prospectus or (vi) the Securities, representations in Section 1(a)(ii) are incorrect in any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesrespect.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Underwriter may terminate its option to purchase such Option Securities by notice to the Company, at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the conditionoperations, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Maryland or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Each Agent, Forward Seller or Forward Purchaser may terminate this AgreementAgreement solely with respect to such Agent, Forward Seller or Forward Purchaser, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i1) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates date as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, business affairs, financial prospects results of operations or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which individually or in the aggregate, in the reasonable judgment of such Agent, Forward Seller or Forward Purchaser is material and adverse and makes it impractical or inadvisable to market the Shares or to enforce contracts for the sale of the Shares, (ii2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representativessuch Agent, Forward Seller or Forward Purchaser, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii3) if trading in any securities of the Company Shares has been suspended or limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixedfixed on the NYSE, or maximum ranges for prices have been required, by (4) if any suspension of said exchanges or by such system or by order trading of any securities of the CommissionCompany on any exchange or in the over-the-counter market shall have occurred and be continuing, the FINRA or any other governmental authority, or (5) if a material major disruption has occurred in commercial banking or of securities settlement settlements or clearance services in the United StatesStates shall have occurred and be continuing, or (iv6) if a banking moratorium has been declared by either Federal, California U.S. Federal or New York authorities, or (v7) if since there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if anyUnited States, or any of the Company’s other debt securities by any nationally recognized securities rating agency, change in financial markets or any calamity or crisis that, in each case, in the reasonable judgment of such securities rating agency has publicly announced that it has Agent, Forward Seller or Forward Purchaser, is material and adverse. In such event there shall be no liability on the part of any party to any other party except as otherwise provided in Section 12 hereof and except for the expenses to be borne by the Company as provided in Section 9 hereof. Any such termination shall have no effect on the obligations of any other Agent, Forward Seller or Forward Purchaser under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesthis Agreement.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Company, at any time at on or prior to Closing Time Date (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the Nasdaq Global Select Market, or (B) trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the Securities, Company by any class or series “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Company’s outstanding Preferred Stock, if any, 0000 Xxx) or any of public announcement that any such organization has placed its rating on the Company’s other debt securities by any nationally recognized securities rating agency, Company or any such debt securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other Company or any such debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives This Agreement may terminate this Agreementbe terminated in the absolute discretion of the Representatives, by notice to the Company, at any time at or prior to the Closing Time if: (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Prospectus, any loss sustained by the Company by strike, fire, flood, accident or other calamity of such character as to interfere materially with the General Disclosure Packageconduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, or any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations, properties, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, or (ii) if trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market or in the over-the-counter market, or trading in any securities of the Company or any subsidiary on any exchange or in the over-the-counter market, shall have been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or state authorities or there has is a material disruption in securities settlement or clearance services in the United States, (iv) since the time of the execution of this Agreement, the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, (v) there shall have occurred any calamity or crisis or such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such shall be such) as to make it, in the judgment of the Representatives, Representatives impracticable or inadvisable to market proceed with the Securities public offering, sale or to enforce contracts for the sale delivery of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally Shares being delivered at such Closing Time on the NYSE American or the New York Stock Exchange or terms and in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, manner contemplated by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading the Time of Sale Information and in the rating assigned to Prospectus or (vi) the Securities, representations in Section 1(a)(ii) are incorrect in any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesrespect.

Termination; General. The Representatives Representative, on behalf of the Underwriters, may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change (or any development or event involving a prospective material adverse change of which the Company is aware) in the condition, condition (financial or otherwise), business, prospects, results of operations or in the earnings, business affairs, financial prospects or business prospects general affairs of the Company and its subsidiaries considered as one enterprisesubsidiaries, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in Japan, the United Kingdom, the United States or the other international financial markets, any act of terrorism, outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company on any exchanges on which such securities are listed has been suspended or materially limited by the Commission, the New York Stock Exchange relevant governmental authorities or the Nasdaq Global Marketself-regulatory organizations, or if trading generally on the NYSE American or London Stock Exchange, the New York Stock Exchange or in Exchange, the Nasdaq Global Stock Market or the Tokyo Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority of the United States, the Financial Services Agency of Japan, the U.K. Listing Authority or any other governmental authorityauthority other than daily limits or ranges imposed in the ordinary course by the Tokyo Stock Exchange, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in Japan or the United States, or with respect to the Clearstream or Euroclear systems in Europe, or (ivv) if there occurs any change or development involving a prospective change in Japanese or United States taxation that would reasonably be expected to have a material adverse effect on the Securities or the transfer thereof, or (vi) if a banking moratorium has been declared by either Federalany relevant authority in Japan, California the United Kingdom or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesUnited States.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, in the reasonable judgment of the Representatives, there has beenUnderwriters, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs, financial prospects properties or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Underwriter may terminate this Agreement, or, in the case of a contemplated purchase of the Option Securities on a Date of Delivery that is after the Closing Time, the Underwriter may terminate its obligation to purchase the relevant Option Securities, in either case by notice to the CompanyCompany and the Operating Partnership, at any time at or prior to the Closing Time or such Date of Delivery (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the American Stock Exchange, the NYSE American or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California U.S. federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives BofA Xxxxxxx Xxxxx and Xxxxx Fargo may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (and, if any Option Securities are to be purchased on a Date of Delivery which occurs after the Closing Time, BofA Xxxxxxx Xxxxx and Xxxxx Fargo may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company, at any time on or prior to such Date of Delivery) (i) if in the reasonable judgment of the Representatives, BofA Xxxxxxx Xxxxx and Xxxxx Fargo there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesBofA Xxxxxxx Xxxxx and Xxxxx Fargo, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American Amex Equities or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, States or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Chase Purchasers may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackagePreference Offering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, the Republic of Poland or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or in Polish taxation affecting the Company or any subsidiary thereof or the transactions contemplated by the Preference Offering Memorandum, or currency exchange rates for the U.S. dollar into the Polish Zloty or exchange controls applicable to the U.S. dollar or the Polish Zloty, in each case the effect of which is such as to make it, in the judgment of the RepresentativesChase Purchasers, impracticable or inadvisable to market the Preference Securities or to enforce contracts for the sale of the Preference Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or Xxxxx Xxxxxxxx, the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either FederalPolish, California United States Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageTime of Sale Prospectus, any material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred a downgrading in the rating of the Company’s debt securities by any nationally recognized statistical rating organization, or if such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Company’s debt securities, (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iiiiv) if trading in any securities of the Company has been suspended or limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange or in on the Nasdaq NASDAQ Global Select Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, the Adviser or the Administrator, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if there has been, at any time on or after the date of this Agreement or since the respective dates as of which information is given in the reasonable judgment General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or business prospects of the RepresentativesCompany, whether or not arising in the ordinary course of business, or (ii) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterpriseAdviser or the Administrator, whether or not arising in the ordinary course of business, or (iiiii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iiiiv) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if (B) trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Trust, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company and the Trust at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that would be reasonably expected to result in a material adverse change in the condition, condition (financial or otherwiseother), results of operations, business, properties, the Underlying Properties, management or in the earnings, business affairs, financial prospects or business prospects of either the Trust or the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if if (A) trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the NYSE, or (B) trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the Securities, Company by any class or series “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Company’s outstanding Preferred Stock, if any, 0000 Xxx) or any of public announcement that any such organization has placed its rating on the Company’s other debt securities by any nationally recognized securities rating agency, Company or any such debt securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other Company or any such debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyPartnership, at any time at on or prior to Closing Time Date (and, if any Option Units are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representative may terminate the obligations of the several Underwriters to purchase such Option Units, by notice to the Partnership at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change change, or any development that could reasonably expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered Partnership Entities taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Units or to enforce contracts for the sale of the SecuritiesUnits, or (iii) if trading in any securities of the Company Partnership has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American or the New York Stock Exchange or in NYSE, the Nasdaq Global Market Select Market, the Nasdaq Global Market, the NYSE Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class or series debt securities of the Company’s outstanding Preferred Stock, if anyPartnership, or any of the Company’s other debt securities of any subsidiary or subsidiary trust of the Partnership, by any “nationally recognized securities statistical rating agency, organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Partnership or any such debt securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other Partnership or any such debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives Initial Purchasers may terminate this Agreement, by notice to the CompanyOperating Partnership, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageOffering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company Operating Partnership and its subsidiaries the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Initial Purchasers, impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial marketsinternationally, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial financial, or economic conditions, in each case case, the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchasers, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American New York Stock Exchange, the Nasdaq National Market or the New York American Stock Exchange or in the Nasdaq Global Market over-the-counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California New York, or New York Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized statistical rating organization to any debt securities rating agency, of the Operating Partnership as of the date hereof shall have been downgraded since such date or if any such securities rating agency has organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review, with possible negative implications or without indicating implications, as to the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock such debt securities or any of the Company’s Operating Partnership's other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyPartnership, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date that occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Partnership at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the financial condition, financial results of operations, business, properties, management or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered Partnership Entities taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company Partnership has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or (iv) if trading generally on the NYSE NYSE, the American Stock Exchange, the Nasdaq Global Select Market or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyIssuer, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Registration Statement, the Time of Sale Information or the General Disclosure PackageProspectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company Issuer and its subsidiaries (considered as one enterprise), in either case whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in Japan, the United Kingdom, the United States or the other international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions or currency exchange rates, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or Notes, to enforce contracts for the sale of the SecuritiesNotes or to deliver the Notes, or (iii) if trading in any securities of the Company Issuer or any of its subsidiaries has been suspended or materially limited by on any exchange, or (iv) if trading generally on the CommissionTokyo Stock Exchange, the New York Stock Exchange Exchange, NYSE Amex Equities (formerly the American Stock Exchange), the London Stock Exchange, The NASDAQ Stock Market or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market SGX-ST has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA FSA, the U.K. Listing Authority, the London Stock Exchange plc, the Monetary Authority of Singapore or any other governmental authorityauthority other than daily limits or ranges imposed in the ordinary course by the Tokyo Stock Exchange, or (v) if a material disruption has occurred in commercial banking or securities settlement or clearance services in Japan or the United States, or with respect to Clearstream or Euroclear in Europe, or (ivvi) if there occurs any change or development involving a prospective change in Japanese taxation adversely affecting the Issuer, the Notes or the transfer thereof, or (vii) if a banking moratorium has been declared by either Federalany relevant authority in Japan, California the United Kingdom or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesUnited States.

Termination; General. The Representatives may Underwriter may, without liability, terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs, financial prospects affairs or business prospects of the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or inadvisable to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, Inc., or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange Exchange, Inc. or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Final Prospectus or and the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or the Parent has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class or series debt securities of the Company’s outstanding Preferred Stock, if any, Company or by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any of the Company’s other debt securities by any nationally recognized securities rating agency, or public announcement that any such securities rating agency has publicly announced that it organization has under surveillance or reviewreview its ratings on any such debt securities, (other than an announcement with positive implications of a possible negative implications or without indicating the direction upgrading, and no implication of the a possible changedowngrading, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other debt securitiesCompany has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or the London Stock Exchange plc or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California California, New York, United Kingdom or New York European Union authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities, or (vi) there shall have occurred a material adverse change since the date hereof in the U.S., United Kingdom or European Union taxation affecting the Securities or the transfer thereof.

Termination; General. The Representatives Citi may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the RepresentativesCiti, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesCiti, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American MKT or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, Stock or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyOperating Partnership, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the earlier of the respective dates as of which information is given in the preliminary prospectus supplement or the Prospectus Supplement (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company Operating Partnership and its subsidiaries the other Simon Entities considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable or inadvisable to proceed with the offering or delivery of the Notes as contemplated in the preliminary prospectus supplement or the Prospectus Supplement, or (ii) if there has occurred (A) any material adverse change in the financial markets in the United States or the international financial markets, (B) any outbreak of hostilities or escalation thereof or other calamity or crisis crisis, (C) a declaration by the United States of a national emergency or war, or (D) any change or development involving a prospective change in national or international political, financial financial, or economic conditions, in each case case, the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American New York Stock Exchange, the Nasdaq National Market or the New York American Stock Exchange or in the Nasdaq Global Market over-the-counter market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California New York, or New York Delaware authorities, or (v) a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (vi) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized statistical rating organization to any debt securities rating agency, of the Operating Partnership as of the date hereof shall have been downgraded since such date or if any such securities rating agency has organization shall have publicly announced that it has placed any series of debt securities of the Operating Partnership under surveillance or review, with possible negative implications or without indicating review as to the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock such debt securities or any of the CompanyOperating Partnership’s other debt securities, which does not indicate affirmation or improvement in the rating.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyTransaction Entities, at any time at on or prior to the Closing Time Date (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change Material Adverse Change or any development that could reasonably expected to result in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessa Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American or the New York Stock Exchange or in NYSE, the Nasdaq Global Market Select Market, the Nasdaq Global Market, the NYSE MKT, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class debt securities or series Preferred Shares of the Company’s outstanding Preferred Stock, if any, or of the securities of any subsidiary or subsidiary trust of the Company’s other debt securities , by any “nationally recognized securities statistical rating agency, organization” (as defined by the Commission for purposes of Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Company or any such debt securities rating agency has publicly announced that it has or Preferred Shares under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications downgrading, of such rating) or without indicating the direction any announcement by any such organization that either of the possible change, its rating of the Securities, any class or series of Preferred Stock Transaction Entities or any of the Company’s other such debt securitiessecurities or Preferred Shares has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders at any time on or prior to Closing Date (and, if any Option Securities are to be purchased on an Additional Closing Date, which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Additional Closing Date) (i) if there has been, at any time at on or prior to Closing Time (i) if in after the reasonable judgment of the Representatives, there has been, since the time of execution date of this Agreement or since the respective dates as date of which information is given the most recent financial statements included or incorporated by reference in the Prospectus or the General Disclosure PackagePackage or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change in the condition, condition (financial or otherwiseother), or in the earningsresults of operations, business affairs, financial prospects or business prospects properties of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which on financial markets is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or limited by the CommissionCommission or the NYSE, or (B) trading generally on the NYSE, the New York Stock Exchange Nasdaq Global Select Market or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said the NYSE exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package(exclusive of any supplement thereto), any material adverse change not contemplated by the Prospectus (as it exists on the date hereof) in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, which, in your judgment, materially impairs the investment quality of the Securities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market offer, sell or deliver the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system the New York Stock Exchange LLC or by order of the Commission, the FINRA Financial Industry Regulatory Authority, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California or New York or Washington authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change or prospective material adverse change in the financial condition, financial or otherwise, or in the earnings, business affairs, financial prospects earnings or business prospects affairs of the Company Company, the Parent Guarantor and its their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or the Parent Guarantor has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or Stock Exchange, the New York Stock Exchange Exchange, or in the Nasdaq Global Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Institutions Regulatory Authority or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York State authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by written notice to the Company, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by written notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that would reasonably expected to result in a material adverse change in the financial condition, financial or otherwiseresults of operations, or in the earningsbusiness, business affairsproperties, financial prospects management or business prospects of the Company Carvana Parties and its their respective subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the NYSE, or (B) trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the SecuritiesCompany, any class or series Preferred Stock of the Company’s outstanding Preferred Stock, if any, Company or any debt securities, preferred stock or trust preferred securities of any subsidiary or subsidiary trust of the Company’s other debt securities Company by any “nationally recognized securities statistical rating agency, organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Company or any such debt securities, Preferred Stock or other securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications downgrading, of such rating) or without indicating any announcement by any such organization that the direction of the possible changeCompany or any such debt securities, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice obligations of the several Underwriters hereunder shall be subject to termination in the Companyabsolute discretion of the Representative, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the and General Disclosure Package, any material adverse change or any development involving a prospective change in the business, properties, condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered Subsidiaries taken as one enterprisea whole, whether or not arising in the ordinary course of business, the effect of which change or development is, individually or together with any other event specified in this clause, in the sole judgment of the Representative, material and adverse such as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, PRC, Hong Kong, the British Virgin Islands, the Cayman Islands or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national the United States, PRC, Hong Kong, the British Virgin Islands, the Cayman Islands or international political, financial or economic conditions, in each case the effect of which is is, individually or together with any other event specified in this clause, such as to make it, in the sole judgment of the RepresentativesRepresentative, impracticable impractical or inadvisable to market proceed with the offering or the delivery of the Securities or to enforce contracts for on the sale of terms and in the Securitiesmanner contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, or (iii) if trading in generally has been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market, Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, or (iv) if trading of any securities of the Company on any exchange or in any over-the-counter market has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (vi) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, PRC or (iv) Hong Kong or if a banking moratorium has been declared by either Federal, California Federal or New York authoritiesauthorities or authorities in PRC or Hong Kong. If the Representative elects to terminate this agreement as provided in Section 9, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if anythe Controlling Shareholder, or any of the Company’s Selling Shareholders and each other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesUnderwriter shall be notified promptly in writing.

Termination; General. The Representatives Notwithstanding anything herein contained, this Agreement (or the obligations of the several Underwriters with respect to any Option Shares which have yet to be purchased) may terminate this Agreementbe terminated, by notice subject to the Companyprovisions of Section 12, at any time at or prior to Closing Time (i) if in the reasonable judgment absolute discretion of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is by notice given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of to the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred Selling Shareholders at any material adverse change in time prior to the financial markets in the United States Closing Date or the international financial marketsOption Closing Date, as the case may be, if (a) any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, generally on the New York Stock Exchange or the on Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has shall have been suspended or limitedmaterially limited or halted, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authoritygovernmental, regulatory or self-regulatory agency authority or, (b) trading of any securities of or guaranteed by the Company or any Subsidiary shall have been suspended on any exchange or in any over-the-counter market, (c) a general moratorium on commercial banking activities in New York or the States of Alabama or Georgia shall have been declared by Federal, New York, Alabama or Georgia authorities or a new restriction materially adversely affecting the distribution of the Firm Shares or the Option Shares, as the case may be, shall have become effective, (d) a material disruption has occurred in commercial banking or securities settlement or clearance services service in the United States, or (ive) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading any material adverse change in the rating assigned to financial markets in the SecuritiesUnited States or the international financial markets, any class outbreak of hostilities or series escalation thereof, declaration by the United States of a national emergency or war, or other calamity or crisis or any change or development involving a prospective adverse change or material worsening of national or international political, financial, or economic or health conditions, including as a result of terrorist activities or a pandemic or epidemic, in each case the effect of which is such as to make it, in the judgment of the Company’s outstanding Preferred StockRepresentatives, if anyimpracticable or inadvisable to market the Shares to be delivered on the Closing Date or Option Closing Date, as the case may be, or any to enforce contracts for the sale of the Company’s other debt securities by any nationally recognized securities rating agencyShares, or any such securities rating agency (f) there has publicly announced that it has under surveillance or reviewbeen, with possible negative implications or without indicating since the direction time of the possible changeexecution of this Agreement or since the respective dates as of which information is given in the Registration Statement, its rating of the SecuritiesPricing Disclosure Package or the Prospectus, any class Material Adverse Effect or series of Preferred Stock or (g) if the Underwriters decline to purchase the Shares for any of the Company’s other debt securitiesreason permitted under this Agreement.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Disclosure Package or the General Disclosure PackageFinal Prospectus, a Material Adverse Effect or any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessdevelopment involving a prospective Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionscrisis, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system exchange or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California United States Federal or New York authorities, authorities or (v) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class or series debt securities of the Company’s outstanding Preferred Stock, if any, Company by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Section 3(a)(62) of the 0000 Xxx) or any of the Company’s other debt securities by any nationally recognized securities rating agency, or public announcement that any such securities rating agency has publicly announced that it organization has under surveillance or reviewreview its ratings on any such debt securities (other than an announcement with positive implications of a possible upgrading of such rating, with and no implication of a possible negative implications or without indicating the direction downgrading of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other debt securitiesCompany has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global National Market, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, Stock or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, the effect of which, in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or delivery of the Securities at the Closing Time on the terms and in the manner contemplated in the Prospectus, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof involving the United States or the declaration by the United States of a national emergency or war or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions in the United States or elsewhere, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus as first amended or supplemented relating to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authoritiesauthorities or if there has been, or (v) if since the date time of execution of this Agreement, there has occurred a downgrading material disruption in commercial banking or securities settlement or clearance services in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesUnited States.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if if, in the reasonable judgment judgement of the Representatives, there has beenRepresentative, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Registration Statement, Disclosure Package or the General Disclosure PackageProspectus, (i) there has occurred any material adverse change in the conditionMaterial Adverse Effect, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or any other calamity or crisis crisis, including a widespread outbreak of epidemic illnesses (including the novel coronavirus COVID-19 to the extent that there is a material worsening of such outbreak that actually occurs after the date hereof in the markets in which the Company operates) or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market proceed with the completion of the offering of the Securities on the terms and in the manner contemplated in the Registration Statement, the Prospectus and the Disclosure Package or to enforce contracts for the sale of the Securities, or (iii) if trading or quotation in any securities of the Company has been suspended or limited by the CommissionCommission or by the Nasdaq Global Select Market, or if trading generally on the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, (iv) there has occurred a downgrading in or withdrawal of the rating assigned to the Securities or any other securities of the Company by any NRSRO, or such organization has publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or any other securities of the Company, or (v) a banking moratorium has been declared by the United States, New York or Mississippi authorities or a material restriction on banking activities or operations by such regulatory authorities or a material disruption has occurred in commercial banking or securities settlement or clearance and clearances services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement Applicable Time or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement or amendment thereto) or the General Disclosure Package, : (i) any material adverse change change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earningsbusiness, business affairs, financial prospects properties or business prospects results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or ; (ii) if there any downgrading in the rating of any debt or preferred securities of the Company by Standard & Poor’s Financial Services, Xxxxx’x Investors Service or Fitch Ratings, or any public announcement that any such organization has occurred under surveillance or review its rating of any debt or preferred securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating); (iii) any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof thereof, any declaration of war by Congress or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or ; (iiiiv) if trading in any securities of the Company has been suspended or materially limited by the Commission, the Nasdaq Global Market or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or ; (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, ; or (ivvi) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time at or after the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the Nasdaq Capital Market, or (B) trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American American, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Xxxxxxxxxx may terminate this Agreement, by notice to the Company, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, Xxxxxxxxxx may terminate its obligations to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries the Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, Israel or the international financial markets, any declaration of a national emergency or war by the United States or Israel, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the sole judgment of the RepresentativesXxxxxxxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global Market, or if (B) trading generally on the NYSE American NYSE, the Nasdaq Stock Market LLC or the New York Tel Aviv Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, Israel or Europe or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyPartnership, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Partnership at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably expected to result in a material adverse change in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered Partnership Entities taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company Partnership has been suspended or materially limited by the CommissionCommission or the NYSE, or (B) trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the SecuritiesPartnership, any class or series of the Company’s outstanding Preferred Stocksecurities of any subsidiary or subsidiary trust of the Partnership, if any, by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any of public announcement that any such organization has placed its rating on the Company’s other debt securities by any nationally recognized securities rating agency, Partnership or any such debt securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other Partnership or any such debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives Lead Managers may terminate this Agreement, by notice to the CompanyCompany and the Attorneys-in-Fact on behalf of the Selling Shareholders, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageInternational Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred a downgrading in the rating assigned to any of the Company's debt securities by any nationally recognized securities rating agency, or if such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities, or (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesLead Managers, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyIssuer, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company Issuer and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, Germany or Luxembourg or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company Issuer has been suspended or materially limited by the Commission, the New York Stock Exchange, the Frankfurt Stock Exchange or the Nasdaq Global MarketLuxembourg Stock Exchange (other than for technical reasons), or if trading generally on the NYSE American or the New York Stock Exchange, the Frankfurt Stock Exchange or in the Nasdaq Global Market Luxembourg Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (ivv) if a banking moratorium has been declared by either FederalU.S. federal, California or New York or German authorities, or (vvi) if since the date of this Agreement, there has occurred a downgrading change or an official announcement by a competent authority of a forthcoming change in German taxation materially adversely affecting the rating assigned to Issuer or the Securitiestransfer thereof or the imposition of exchange controls by the United States, any class Germany or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesLuxembourg.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Underwriter may terminate its option to purchase such Option Securities by notice to the Company, at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the conditionoperations, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriter, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American Amex Equities or the New York Stock Exchange NYSE or in the Nasdaq Global NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Maryland or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in NYSE, the Nasdaq Global Market Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the NYSE MKT, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageTime of Sale Prospectus, any material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred a downgrading in the rating of the Company’s debt securities by any nationally recognized statistical rating organization, or if such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Company’s debt securities, or (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iiiiv) if trading in any securities of the Company has been suspended or limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange or in on the Nasdaq NASDAQ Global Select Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, in the reasonable judgment of the Representatives, there has beenRepresentative, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs, financial prospects properties or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, in each case the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (viv) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of accorded the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any “nationally recognized securities statistical rating agencyorganization” (as defined in Section 3(a)(62) under the 0000 Xxx) shall have occurred, or (v) any such securities “nationally recognized statistical rating agency has organization” (as defined in Section 3(a)(62) under the 0000 Xxx) shall have publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible changeimplications, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by written notice to the Company, at any time at on or prior to Closing Time Date (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that would reasonably expected to result in a material adverse change in the financial condition, financial or otherwiseresults of operations, or in the earningsbusiness, business affairsproperties, financial prospects management or business prospects of the Company Carvana Parties and its their respective subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the NYSE, or (B) trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American American, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the SecuritiesCompany, any class or series Preferred Stock of the Company’s outstanding Preferred Stock, if any, Company or any debt securities, preferred stock or trust preferred securities of any subsidiary or subsidiary trust of the Company’s other debt securities Company by any “nationally recognized securities statistical rating agency, organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Company or any such debt securities, Preferred Stock or other securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications downgrading, of such rating) or without indicating any announcement by any such organization that the direction of the possible changeCompany or any such debt securities, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyCompany or the Advisor, at any time at or prior to the Closing Time (and, if any Option Securities are to be purchased, the Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company or the Advisor, at any time on or prior to the applicable Date of Delivery) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the Prospectus or the General Disclosure PackageFinal Prospectus, any material adverse change Material Adverse Change or any development that could reasonably be expected to result in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, a Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has been, since the time of execution of this Agreement or since the date of the Final Prospectus, any Advisor Material Adverse Change, or any development that could reasonably be expected to result in an Advisor Material Adverse Change, whether or not arising from transactions in the ordinary course of business or (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iiiv) if trading in any the Company’s securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American NYSE, or the New York Stock Exchange or in the Nasdaq NASDAQ Global Market Market, has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NYSE, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York state authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (and, if any Option Securities are purchased, at any time at or prior to the relevant Date of Delivery, with respect to the obligation of the Underwriters to purchase such Option Securities) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global National Market, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, Securities or any of the Company’s other 's debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock Securities or any of the Company’s other 's debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, the Adviser or the Administrator, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if there has been, at any time on or after the date of this Agreement or since the respective dates as of which information is given in the reasonable judgment General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or business prospects of the RepresentativesCompany, whether or not arising in the ordinary course of business, or (ii) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterpriseAdviser or the Administrator, whether or not arising in the ordinary course of business, or (iiiii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iiiiv) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if (B) trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or , or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, (A) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (B) any adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of Torrington, whether or not arising in the ordinary course of business, which, individually or in the aggregate with all other of such changes, is materially adverse to the Company, its subsidiaries and Torrington considered as one enterprise or (ii) if there has occurred any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the Commission or The New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representative may terminate its option to purchase such Option Securities by notice to the Company, at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the conditionoperations, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American or on the New York NASDAQ Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Maryland or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Ladenburg may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time if (ix) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the earlier respective dates as of which information is given in the Prospectus Registration Statement and the Prospectus, there has been any material adverse change or the General Disclosure Package, any development involving a prospective material adverse change in the conditionbusiness, properties, management, financial condition or otherwise, or in the earnings, business affairs, financial prospects or business prospects results of operation of the Company and its subsidiaries considered as one enterpriseCompany, whether the Adviser or not arising in the ordinary course of businessOxford Funds, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionswhich would, in each case the effect of which is such as to Ladenburg’s judgment, make it, in the judgment of the Representatives, it impracticable or inadvisable to market the Securities or to enforce contracts for proceed with the sale of the SecuritiesPlacement Securities on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (iiiy) if there shall have occurred: (i) a suspension or material limitation in trading in any securities of the Company has been suspended or limited by the Commission, generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Stock Market, ; (ii) a suspension or if material limitation in trading generally in the Company’s securities on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended Select Market; (iii) a general moratorium on commercial banking activities declared by either federal or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, New York State authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or ; (iv) if an outbreak or escalation of hostilities or acts of terrorism involving the United States or a banking moratorium has been declared declaration by either Federal, California the United States of a national emergency or New York authorities, war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if since the date effect of this Agreementany such event specified in clause (iv) or (v) in Ladenburg’s judgment makes it impracticable or inadvisable to proceed with the sale of the Placement Securities on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (z) there has shall have occurred a any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating assigned to accorded any securities of or guaranteed by the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities Company by any “nationally recognized securities statistical rating agency, or any such securities rating agency has publicly announced organization,” as that it has term is defined in Rule 436(g)(2) under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesSecurities Act.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in NYSE, the Nasdaq Global Market Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the NYSE American, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterpriseCompany, whether or not arising in the ordinary course of business, which, in the Representatives’ sole judgment, makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities or Option Securities (if any), or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or way by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global Market, or if trading generally on the NYSE American or NYSE, the New York Stock Exchange or in Nasdaq Global Select Market, the Nasdaq Global Market or the NYSE Amex has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class debt securities or series preferred stock of the Company’s outstanding Preferred Stock, if any, Company by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any of public announcement that any such organization has placed its rating on the Company’s other debt securities by any nationally recognized securities rating agency, Company or any such debt securities rating agency has publicly announced that it has or preferred stock under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other Company or any such debt securitiessecurities or preferred stock has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or the London Stock Exchange plc or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or California, New York or United Kingdom authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities, or (vi) there shall have occurred a material adverse change since the date hereof in the U.S. or United Kingdom taxation affecting the Securities or the transfer thereof.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the NYSE, or (B) trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the Securities, Company by any class or series “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Company’s outstanding Preferred Stock, if any, 0000 Xxx) or any of public announcement that any such organization has placed its rating on the Company’s other debt securities by any nationally recognized securities rating agency, Company or any such debt securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other Company or any such debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global Market, or if (B) trading generally on the NYSE American or the New York Stock Exchange or in Exchange, the Nasdaq Global Market Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the NYSE American, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the SecuritiesCompany, any class or series Preferred Stock of the Company’s outstanding Preferred Stock, if any, Company or any debt securities, preferred stock or trust preferred securities of any subsidiary or subsidiary trust of the Company’s other debt securities Company by any “nationally recognized securities statistical rating agency, organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Company or any such debt securities, Preferred Stock or other securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications downgrading, of such rating) or without indicating any announcement by any such organization that the direction of the possible changeCompany or any such debt securities, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or the NYSE, or (B) trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American American, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the Securities, Company by any class or series “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Company’s outstanding Preferred Stock, if any, 0000 Xxx) or any of public announcement that any such organization has placed its rating on the Company’s other debt securities by any nationally recognized securities rating agency, Company or any such debt securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s Company or any such debt securities or other debt securitiessecurities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, or, in the case of a contemplated purchase of the Option Securities on a Date of Delivery that is after the Closing Time, the Representatives may terminate the obligations of the several Underwriters to purchase the relevant Option Securities, in either case by notice to the Company, at any time at or prior to the Closing Time or such Date of Delivery (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the American Stock Exchange, the NYSE American or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California U.S. federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (and, if any Option Securities are to be purchased on a Date of Delivery which occurs after the Closing Time, BofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company, at any time on or prior to such Date of Delivery) (i) if in the reasonable judgment of the RepresentativesBofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesBofA Xxxxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxx Fargo and RBC, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American MKT or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by written notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by written notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that would reasonably expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), or in the earningsresults of operations, properties, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the CommissionCommission or The Nasdaq Global Select Market, or (B) trading generally on the New York Stock Exchange or the NYSE, The Nasdaq Global Select Market, The Nasdaq Global Market, or if trading generally on the NYSE American Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if since there shall have occurred, at any time on or after the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of or guaranteed by the SecuritiesCompany or any debt securities, preferred stock or trust preferred securities of any class subsidiary or series subsidiary trust of the Company’s outstanding Preferred Stock, if any, Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any of public announcement that any such organization has placed its rating on the Company’s other debt securities by any nationally recognized securities rating agency, Company or any such debt securities, preferred stock or other securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other Company or any such debt securities, preferred stock or other securities has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageTime of Sale Prospectus, any material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred a downgrading in the rating of the Company’s debt securities by any nationally recognized statistical rating organization, or if such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Company’s debt securities or (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Notes and the Guarantees or to enforce contracts for the sale of the SecuritiesNotes and the Guarantees, or (iiiiv) if trading in any securities of the Company has been suspended or limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange or in on the Nasdaq NASDAQ Global Select Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries the Subsidiary considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States States, Israel or the international financial markets, any declaration of a national emergency or war by the United States or Israel, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Nasdaq Capital Market or the Nasdaq Global MarketTel Aviv Stock Exchange, or if (B) trading generally on the NYSE American or NYSE, the New York Stock Exchange or in Nasdaq Global Select Market, the Nasdaq Global Market or the Tel Aviv Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, Israel or Europe or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Stockholders, at any time at or prior to the Closing Time or may terminate the obligations of the Underwriters to purchase the Option Securities, at any time prior to each Date of Delivery, as the case may be, (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change or any development involving a prospective material adverse change, in or affecting the management, condition, financial or otherwise, or in the earningsstockholders’ equity, results of operations, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities after the date hereof, either within or outside the United States in each case referred to in clauses (i) and (ii) in this Section 9(a) the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or authority (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Initial Purchaser may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the General Disclosure Packagedate of this Agreement), any material adverse change change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects properties, assets or business prospects of ARC, the Company and its their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial financial, political or economic markets, any outbreak of hostilities or escalation thereof thereof, declaration by the United States of a national emergency or war, or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, currency exchange rates or exchange controls, in each case the effect of which is such as to make it, in the judgment of the RepresentativesInitial Purchaser, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company ARC has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Market NASDAQ System has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (vvi) if since the date of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities of ARC or the Securities, Company by any class or series "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Company’s outstanding Preferred Stock, if any1933 Act), or any of the Company’s other debt securities by any nationally recognized securities rating agency, or public announcement that any such securities rating agency has publicly announced that it organization has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, review its rating of any debt securities of ARC or the SecuritiesCompany (other than an announcement with positive implications of a possible upgrading, any class or series and no implication of Preferred Stock or any a possible downgrading, of the Company’s other debt securitiessuch rating).

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Additional Notes are to be purchased on an Option Closing Date which occurs after the Closing Date, the Underwriters may terminate their option to purchase such Additional Notes by notice to the Company, at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the conditionoperations, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American MKT LLC or the New York Stock Exchange NYSE or in the Nasdaq Global NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Maryland or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyCompany or the Advisor, at any time at or prior to the Closing Time (and, if any Option Shares are to be purchased, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Shares, by notice to the Company or the Advisor, at any time on or prior to the applicable Date of Delivery) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the Prospectus or the General Disclosure PackageSupplement, any material adverse change Material Adverse Change or any development that could reasonably be expected to result in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, a Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has been, since the time of execution of this Agreement or since the date of the Prospectus Supplement, any Advisor Material Adverse Change, or any development that could reasonably be expected to result in an Advisor Material Adverse Change, whether or not arising from transactions in the ordinary course of business, or (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iiiiv) if trading in any securities the Common Shares of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American NYSE, or the New York Stock Exchange or in the Nasdaq NASDAQ Global Market Market, has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NYSE, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California federal or New York state authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives You may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representativesyour judgment, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global NASDAQ National Market, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global NASDAQ National Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, Securities or any of the Company’s 's other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible changeimplications, its rating of the Securities, any class or series of Preferred Stock Securities or any of the Company’s 's other debt securities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the U.S. Prospectus or and the General Disclosure PackageCanadian Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterpriseenterprise or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of North Star, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or Canada, or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national United States, Canadian or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, Underwriters impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange any Qualifying Authority, any other securities commission or securities regulatory authority in Canada or the Nasdaq Global MarketTSX or the NYSE, or if trading generally on the NYSE American or NYSE, the New York Stock Exchange TSX, or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, any Qualifying Authority, any other securities commission or securities regulatory authority in Canada, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or Canada, or (iv) if a banking moratorium has been declared by either FederalUnited States federal, California or New York state or Canadian federal authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at on or prior to Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change change, or any development that could reasonably expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or way by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq NASDAQ Global Select Market, or (iv) if trading generally on the NYSE, the NASDAQ Global Select Market, the NASDAQ Global Market, the NYSE American Amex, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (vvi) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to of any debt securities issued by the Securities, Company by any class or series “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the Company’s outstanding Preferred Stock, if any, 0000 Xxx) or any of public announcement that any such organization has placed its rating on the Company’s other debt securities by any nationally recognized securities rating agency, Company or any such debt securities rating agency has publicly announced that it has under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other Company or any such debt securitiessecurities has been placed on negative outlook.

Termination; General. This Agreement (excluding the applicable Terms Agreement) may be terminated for any reason at any time by the Company or by you upon the giving of 30 days' written notice of such termination to the other party hereto. The Representatives Underwriters may also terminate this the applicable Terms Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this such Terms Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackagePackage and the Prospectus (excluding any documents incorporated therein by reference pursuant to the 1934 Act after the execution of the applicable Terms Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Underwritten Securities or to enforce contracts for the sale of the Underwritten Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges exchange or by such system or by order of the Commission, the FINRA NASD or any other governmental authorityauthority having jurisdiction, or (iv) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (vvi) if since the date of this Agreement, there has occurred a downgrading in Preferred Shares or Depositary Shares are being offered and the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities statistical rating agencyorganization to any preferred stock of the Company, including such Preferred Shares or Depositary Shares, as the case may be, as of the date of the applicable Terms Agreement shall have been lowered or withdrawn since such date or if any such securities rating agency has organization shall have publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction placed any such preferred stock of the Company on what is commonly termed a "watch list" for possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesdowngrading.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyCompany and the Guarantors, at any time at on or prior to the Closing Time Date (i) if in the reasonable judgment of the Representatives, there has been, since at any time on or after the time of execution date of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageOffering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition, condition (financial or otherwise), results of operations, business, properties, management or in the earnings, business affairs, financial prospects or business prospects of the Company Parent and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, there has occurred any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company or any of the Guarantors has been suspended or materially limited by the CommissionCommission or the NYSE, (iv) if trading generally on the NYSE, the New York Stock Exchange or Nasdaq Global Select Market, the Nasdaq Global Market, or if trading generally on the NYSE American Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange or in the Nasdaq Global Market Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Commission or any other governmental authority, or if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyTransaction Entities, at any time at on or prior to Closing Time Date (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change Material Adverse Change or any development that could reasonably expected to result in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessa Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American or the New York Stock Exchange or in NYSE, the Nasdaq Global Market Select Market, the Nasdaq Global Market, the NYSE MKT, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (iv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (v) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class debt securities or series Preferred Shares of the Company’s outstanding Preferred Stock, if any, or of the securities of any subsidiary or subsidiary trust of the Company’s other debt securities , by any “nationally recognized securities statistical rating agency, organization” (as defined by the Commission for purposes of Rule 436 under the 0000 Xxx) or any public announcement that any such organization has placed its rating on the Company or any such debt securities rating agency has publicly announced that it has or Preferred Shares under surveillance or reviewreview or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications downgrading, of such rating) or without indicating the direction any announcement by any such organization that either of the possible change, its rating of the Securities, any class or series of Preferred Stock Transaction Entities or any such debt securities or Preferred Shares has been placed on of the Company’s other debt securitiesnegative outlook.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the CompanyCompany or the Adviser, at any time at or prior to the Closing Time (and, if any Option Shares are to be purchased, the Representative may terminate the obligations of the Underwriters to purchase such Option Shares, by notice to the Company or the Adviser, at any time on or prior to the applicable Date of Delivery) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as date of which information is given in the Prospectus or the General Disclosure PackageFinal Prospectus, any material adverse change Material Adverse Change or any development that could reasonably be expected to result in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, a Material Adverse Change whether or not arising in the ordinary course of business, or (ii) if there has been, since the time of execution of this Agreement or since the date of the Final Prospectus, any Adviser Material Adverse Change, or any development that could reasonably be expected to result in an Adviser Material Adverse Change, whether or not arising from transactions in the ordinary course of business, or (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any material outbreak of hostilities or material escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iiiiv) if trading in any securities the Common Shares of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNASDAQ, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market NASDAQ has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the NASDAQ, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York state authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Underwriter may terminate this Agreement, by notice to the Company, at any time after the date hereof and at or prior to the Offering Date or Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there any domestic or international event or act or occurrence has occurred any material adverse change materially disrupted, or in the financial markets opinion of the Underwriter will in the United States or immediate future materially disrupt, the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, Company's securities or securities in general; or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the on The New York Stock Exchange ("the NYSE") or The NASDAQ National Market (the Nasdaq Global Market, or if trading generally on the NYSE American or the New York Stock Exchange or in the Nasdaq Global Market has "NASDAQ") shall have been suspended or limitedbeen made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by any of said exchanges on the NYSE or by such system the NASDAQ or by order of the Commission, the FINRA Commission or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, authority having jurisdiction; or (iv) if a banking moratorium has been declared by either Federal, California any state or New York authorities, federal authority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (v) if since the date of this Agreement, there has any downgrading shall have occurred a downgrading in the Company's corporate credit rating assigned to or the Securities, any class or series of rating accorded the Company’s outstanding Preferred Stock, if any, or any of the Company’s other 's debt securities or preferred stock by any "nationally recognized securities statistical rating agency, organization" (as defined for purposes of Rule 436(g) under the 0000 Xxx) or if any such securities rating agency has organization shall have publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible changeimplications, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s 's debt securities or preferred stock; or (vi) (A) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been any other debt securitiescalamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (ii) or (iii), in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Securities on the terms and in the manner contemplated by the Prospectus.

Termination; General. The Representatives Citi, BofA Xxxxxxx Xxxxx and Xxxxx Fargo may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the RepresentativesCiti, BofA Xxxxxxx Xxxxx and Xxxxx Fargo, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesCiti, BofA Xxxxxxx Xxxxx and Xxxxx Fargo, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or limited by the Commission, the New York Stock Exchange or the Nasdaq Global Market, or if trading generally on the NYSE American Amex Equities or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, Stock or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Agents may terminate this AgreementAgency Agreement and the closing contemplated hereunder, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agency Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, the U.S. Final Prospectus and the Canadian Final Prospectus (in each case, exclusive of any amendment or supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or Canada or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions or any law or regulation, in each case the effect of which is such as to make itwhich, in the judgment opinion of the RepresentativesAgents, impracticable seriously adversely affects or inadvisable to market involves, or will seriously adversely affect or involve, the Securities financial markets or to enforce contracts for the sale business, operations or affairs of the SecuritiesCompany and its subsidiaries considered as one enterprise, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the Reviewing Authority or any Qualifying Authority, The Toronto Stock Exchange or The New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange AMEX LLC or in the Nasdaq Global National Market or The Toronto Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Reviewing Authority or any Qualifying Authority, the Financial Industry Regulatory Authority, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear Systems in Europe or with respect to The Canadian Depository For Securities Limited in Canada, or (iv) if a banking moratorium has been declared by either Federalany United States federal, California or New York State or Canadian federal or provincial authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageTime of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations or general business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the international financial markets or the financial markets in the United States or the international financial marketsThe Netherlands, or any outbreak of hostilities or escalation thereof affecting the United States or The Netherlands or other calamity or crisis crisis, or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make itis, in the judgment of the RepresentativesRepresentatives (after a discussion with the Company to the extent practicable), so material and adverse as to make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the SecuritiesSecurities on the terms and in the manner contemplated in the Time of Sale Prospectus exclusive of any amendment or supplement thereto, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or the Nasdaq Global MarketEuronext Amsterdam, or if trading generally on the NYSE American or Stock Exchange, the New York Stock Exchange or in Exchange, the Nasdaq Global Market National Market, Euronext Amsterdam or the London Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said such exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California New York, or New York authorities, Netherlands authorities or (v) if since the date of this Agreement, there has occurred a downgrading change or an official announcement by a competent authority of a forthcoming change in Dutch taxation materially adversely affecting the rating assigned to Company or the Securities, any class imposition of exchange controls by the United States or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securitiesThe Netherlands.

Termination; General. The Representatives Underwriters may terminate this Underwriting Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Underwriting Agreement or since the respective dates as of which information is given in the Registration Statement, the U.S. Prospectus and the Canadian Prospectus (in each case exclusive of any amendment or the General Disclosure Packagesupplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or Canada or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditionsconditions or any law or regulation, in each case the effect of which is such as to make itwhich, in the judgment opinion of the RepresentativesUnderwriters, impracticable seriously adversely affects or inadvisable to market involves, or will seriously adversely affect or involve, the Securities financial markets or to enforce contracts for the sale business, operations or affairs of the SecuritiesCompany and its subsidiaries considered as one enterprise, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the Reviewing Authority or any Qualifying Authority, The Toronto Stock Exchange or The New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market or The Toronto Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Reviewing Authority or any Qualifying Authority, the National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or with respect to Clearstream or Euroclear Systems in Europe or with respect to The Canadian Depository For Securities Limited in Canada, or (iv) if a banking moratorium has been declared by either Federalany United States federal, California or New York State or Canadian federal or provincial authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the CompanyPartnership Parties, at any time at on or prior to the Closing Time Date (iand, if any Option Units are to be purchased on an Option Closing Date that occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Units, by notice to the Partnership Parties, at any time on or prior to such Option Closing Date) (1) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or and the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprisePartnership Entities, whether or not arising in the ordinary course of business, business or (ii2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Units or to enforce contracts for the sale of the Securities, Units or (iii3) if trading in any securities of the Company Partnership has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq NASDAQ Global Select Market, or if trading generally on the NYSE American Amex Equities or the New York Stock Exchange NYSE or in the Nasdaq NASDAQ Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, States or in Europe or (iv4) if a banking moratorium has been declared by either Federal, California federal or New York authorities, authorities or (v5) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class or series debt securities of the Company’s outstanding Preferred StockPartnership by any “nationally recognized statistical rating organization” (as defined by the Commission for purposes of Rule 436 under the 1933 Act as in effect on July 20, if any, 2010) or any of the Company’s other debt securities by any nationally recognized securities rating agency, or public announcement that any such securities rating agency has publicly announced that it organization has under surveillance or reviewreview its ratings on any such debt securities (other than an announcement with positive implications of a possible upgrading, with and no implication of a possible negative implications or without indicating the direction downgrading, of the possible change, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other debt securitiesPartnership has been placed on negative outlook.

Termination; General. The U.S. Representatives may terminate this Agreement, by notice to the CompanyCompany and the Attorneys-in-Fact on behalf of the Selling Shareholders, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageU.S. Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred a downgrading in the rating assigned to any of the Company's debt securities by any nationally recognized securities rating agency, or if such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities, or (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the U.S. Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Company has been suspended or materially limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageTime of Sale Prospectus, any material adverse change in the condition, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred a downgrading in the rating of the Company’s debt securities by any nationally recognized statistical rating organization, or if such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Company’s debt securities, (iii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities Notes or to enforce contracts for the sale of the SecuritiesNotes, or (iiiiv) if trading in any securities of the Company has been suspended or limited by the Commission, Commission or the New York Stock Exchange or the Nasdaq Global MarketExchange, or if trading generally on the NYSE American or the New York Stock Exchange or in on the Nasdaq NASDAQ Global Select Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement or the General Disclosure Packageamendment thereto), (i) any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the 1933 Act), or any public announcement that any such organization has occurred under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading of such rating), or (iii) any material adverse change in the financial markets in the United States or in the international financial markets, any outbreak of hostilities or escalation thereof thereof, any declaration of war by Congress or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iiiiv) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global National Market, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Underwriters may terminate this Agreement, by notice to the Company, at any time at on or prior to the Closing Time Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Underwriters may terminate their option to purchase such Option Securities by notice to the Company, at any time on or prior to such Option Closing Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any material adverse change in the conditionoperations, condition (financial or otherwise), or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries subsidiaries, including, without limitation, the Operating Partnership, considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesUnderwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global MarketNYSE, or if trading generally on the NYSE American Stock Exchange or the New York Stock Exchange NYSE or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by either Federal, California Maryland or New York authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives Representative may terminate this Agreement, by notice to the Company and, at any time on or prior to Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representative may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company, at any time at on or prior to such Option Closing Time Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the RepresentativesRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global Market, or (iv) if trading generally on the NYSE American or the New York Stock Exchange Exchange, the NYSE MKT or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (vvi) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class or series debt securities of the Company’s outstanding Preferred Stock, if any, Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any of the Company’s other debt securities by any nationally recognized securities rating agency, or public announcement that any such securities rating agency has publicly announced that it organization has under surveillance or reviewreview its ratings on any such debt securities, (other than an announcement with positive implications of a possible negative implications or without indicating the direction upgrading, and no implication of the a possible changedowngrading, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other debt securitiesCompany has been placed on negative outlook.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the U.S. Prospectus, the Canadian Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or Canada, or in the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national the United States, Canadian or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, any Qualifying Authority, any other securities commission or securities regulatory authority in Canada or the New York Stock Exchange TSX or the Nasdaq Global National Market, or if trading generally on the NYSE TSX, the American or Stock Exchange, the New York Stock Exchange or in the Nasdaq Global National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, any Qualifying Authority, any other securities commission or securities regulatory authority in Canada, the FINRA National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or Canada or with respect to Clearstream or Euroclear systems in Europe, or (ivv) if a banking moratorium has been declared by either FederalUnited States federal, California or New York state or Canadian federal authorities, or (v) if since the date of this Agreement, there has occurred a downgrading in the rating assigned to the Securities, any class or series of the Company’s outstanding Preferred Stock, if any, or any of the Company’s other debt securities by any nationally recognized securities rating agency, or any such securities rating agency has publicly announced that it has under surveillance or review, with possible negative implications or without indicating the direction of the possible change, its rating of the Securities, any class or series of Preferred Stock or any of the Company’s other debt securities.

Termination; General. The Representatives may terminate this Agreement, by notice to the Company and, at any time on or prior to Closing Date (and, if any Option Securities are to be purchased on an Option Closing Date which occurs after the Closing Date, the Representatives may terminate the obligations of the several Underwriters to purchase such Option Securities, by notice to the Company, at any time at on or prior to such Option Closing Time Date) (i) if in the reasonable judgment of the Representatives, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, financial prospects affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange Commission or the Nasdaq Global Market, or (iv) if trading generally on the NYSE American or the New York Stock Exchange Exchange, the NYSE MKT or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the FINRA Financial Industry Regulatory Authority or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United StatesStates or in Europe, or (ivv) if a banking moratorium has been declared by either Federal, California Federal or New York authorities, authorities or (vvi) if there shall have occurred, since the date time of execution of this Agreement, there has occurred a any downgrading in the rating assigned to the Securities, of any class or series debt securities of the Company’s outstanding Preferred Stock, if any, Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 0000 Xxx) or any of the Company’s other debt securities by any nationally recognized securities rating agency, or public announcement that any such securities rating agency has publicly announced that it organization has under surveillance or reviewreview its ratings on any such debt securities, (other than an announcement with positive implications of a possible negative implications or without indicating the direction upgrading, and no implication of the a possible changedowngrading, its rating of the Securities, any class or series of Preferred Stock such rating) or any of announcement by any such organization that the Company’s other debt securitiesCompany has been placed on negative outlook.