Common use of Termination; General Clause in Contracts

Termination; General. The Sales Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), 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 Sales Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or 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 order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time at or prior to Closing Time or a Date of Delivery, (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, each preliminary prospectus or Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Company, Fund or the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities common shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or on 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 States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the preliminary prospectus, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)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, including without limitation as a result of terrorist activities, in the case of each case of (i) and (ii) the effect of which is such as to make it, in the judgment of the Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE Exchange or the Nasdaq New York Stock Exchange or in the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, 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 with respect to Clearstream or Euroclear Systems in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)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 Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the 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 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 in Europe, or (ivv) if a banking moratorium has been declared by either Federal or U.S. federal, New York or European Union authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time at or prior to Closing Time or a Date of Delivery, (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, each preliminary prospectus or Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Company, Fund or the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Advisers, 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 Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities common shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or on 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 States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all enterprise, or in the ability of the Properties)Manager to perform its obligations under the Management Agreement, 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 Sales Placement Agent, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or 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 order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Sandler may terminate this Underwriting Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Underwriting Agreement or since the date respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, 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 Sales AgentSandler, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSENASDAQ, or (y) if trading generally on the American New York Stock Exchange, the NYSE Exchange or the Nasdaq Global Market on 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 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 in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Trust or the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Advisers, 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 Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities Common Shares of the Trust has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, Exchange or the 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 in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the CompanyFund, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of Manager, the Properties)Commodity Subadvisor or the Collateral Subadvisor, 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 Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or on the Nasdaq 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 States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Citigroup may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change change, or any development involving a prospective material adverse change, in or affecting the conditiongeneral affairs, management, financial position, shareholders’ equity or otherwise, or in the earnings, business affairs or business prospects results of operations of the Company, the Operating Partnership Company and their respective its subsidiaries considered taken as one enterprise (including all of the Properties)a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales AgentCitigroup, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (y) if trading generally on the American Stock ExchangeNYSE Amex Equities, the NYSE or 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 order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Trust or the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Advisers, 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 Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities Common Shares of the Trust has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, Exchange or the 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 States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal U.S. federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyCompany and the Selling Shareholders, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Company and the Operating Partnership and their respective subsidiaries Subsidiaries considered as one enterprise (including all of the Properties)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 Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, Exchange or the 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 authorityGovernmental Entity, or if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time at or prior to Closing Time (i) if if, in the judgment of the Representatives, there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Fund or an Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE 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 States or in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)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 Sales AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (yiv) if trading generally on the American Stock ExchangeNYSE MKT LLC, the NYSE or 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 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 in Europe, or (ivvi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects of the Company, the Operating Partnership Parent and their respective its subsidiaries considered as one enterprise (including all of the Properties)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 Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the 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 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 in Europe, or (ivv) if a banking moratorium has been declared by either Federal or U.S. federal, New York or European Union authorities.

Termination; General. The Sales Agent Manager may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective each of its subsidiaries considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof thereof, any acts of terrorism involving the United States or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the sole judgment of the Sales AgentManager, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities has been suspended or materially limited by the Commission or the NYSE, or (yiv) if trading generally on the American Stock Exchange, the NYSE or 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 order of the Commission, the FINRA or any other Table of Contents governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in EuropeStates, or (ivv) if a banking moratorium has been declared by either Federal U.S. federal or New York authorities.

Termination; General. The Sales Agent BMO Capital Markets may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)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 Sales AgentBMO Capital Markets, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (yiv) if trading generally on the American Stock ExchangeNYSE MKT LLC, the NYSE or 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 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 in Europe, or (ivvi) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representative may terminate this Agreement, by notice to the CompanyTrust, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto) or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Trust or the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Advisers, 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 Sales AgentRepresentative, impracticable or inadvisable to market the Securities AMPS or to enforce contracts for the sale of the SecuritiesAMPS, or (iii) (x) if trading in the Placement Securities common shares of the Trust has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, Exchange or the 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 in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Initial Purchasers may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusOffering Memorandum (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales AgentInitial Purchasers, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSENasdaq National Market, or (y) if trading generally on the American New York Stock Exchange, the NYSE 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 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 in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent X.X. Xxxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the conditionMaterial Adverse Effect, financial or otherwise, which individually or in the earningsaggregate, business affairs in the sole judgment of X.X. Xxxxxx is material and adverse and makes it impractical or business prospects inadvisable to market the Securities or to enforce contracts for the sale of the CompanySecurities, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties), 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 Sales AgentX.X. Xxxxxx, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or 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 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 in EuropeStates, or (ivv) if a banking moratorium has been declared by either U.S. Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Registration Statement, General Disclosure Package or Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Fund or the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the NYSE, the American Stock Exchange, the NYSE 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 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 in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusRegistration Statement, Prospectus or General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Fund or the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Investment Adviser, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the NYSE, the American Stock Exchange, the NYSE 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 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 in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representatives may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)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 Sales AgentRepresentatives, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSENASDAQ, or (y) if trading generally on the American Stock Exchange, the NYSE MKT or the Nasdaq Global Market New York Stock Exchange or in the 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 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 in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Underwriter may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Time (ia) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (iib) 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 Sales AgentUnderwriter, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) (xc) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, Exchange or the 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 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 in EuropeStates, or (ivd) if a banking moratorium has been declared by either Federal federal or New York authorities.

Termination; General. The Sales Placement Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries any of the Subsidiaries considered as one enterprise (including all of the Properties)enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial marketsStates, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Sales Placement Agent, impracticable or inadvisable to market place the Securities or to enforce contracts for with the sale of the SecuritiesFunds, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American Stock Exchange, the NYSE 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 in EuropeStates, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Xxxxx Fargo Securities may terminate this Agreement, by notice to the Company, as hereinafter specified at any time if, in the judgment of Xxxxx Fargo Securities, (i) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)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 Sales AgentXxxxx Fargo Securities, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities has been suspended or limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or 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 order of the Commission, the FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Representative may terminate this Agreement, by notice to the CompanyFund, as hereinafter specified at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the ProspectusProspectus (exclusive of any amendments or supplements thereto), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Fund or the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the Properties)Advisor, 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 Sales AgentRepresentative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in the Placement Securities Common Shares of the Fund has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American Stock Exchange, the NYSE or the American 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 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 in Europe, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Underwriters may terminate this Agreement, by notice to the Company, as hereinafter specified at any time at or prior to the Closing Date or any Additional Closing Date (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)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 Sales AgentUnderwriters, impracticable or inadvisable to market the Securities Shares or to enforce contracts for the sale of the SecuritiesShares, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSENew York Stock Exchange, or (y) if trading generally on the American New York Stock Exchange, the NYSE or the Nasdaq Global Market 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 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 in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.

Termination; General. The Sales Agent Xxxxx Xxxxxxxx may terminate this Agreement, by notice to the Company, as hereinafter specified Company at any time at or prior to Closing Time (i) if there has been, since the time of execution of this Agreement or since the date respective dates as of which information is given in the preliminary prospectus relating to the Securities, the General Disclosure Package or the Prospectus, any material adverse change in the business, financial condition, financial stockholders’ equity or otherwise, or in the earnings, business affairs or business prospects results of operations of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the Properties)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, 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 Sales Agent, Xxxxx Xxxxxxxx impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) (x) if trading in any securities of the Placement Securities Company has been suspended or materially limited by the Commission or the NYSE, or (y) if trading generally on the American New York Stock Exchange, the NYSE or the Nasdaq Global Market has been suspended or limitedNational Association of Securities Dealers, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, the FINRA 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 in Europe, or (ivv) if a banking moratorium has been declared by either Federal or New York authorities.